UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2021~~ 2022

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

For the transition period from __________ to __________

VELOCITY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40088		85-3316188
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

109 Old Branchville Road

Ridgefield, CT

06877

(Address Of Principal Executive Offices)

(Zip Code)

(201) 956-1969

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	VELOU	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	VELO	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units	VELOW	The Nasdaq Stock Market LLC

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.

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 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~~May 1213, ~~2021~~2022, 23,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

VELOCITY ACQUISITION CORP.

Form 10-Q

For the Quarter Ended ~~September~~March 3031, ~~2021~~2022

Table of Contents

		Page	~~Page~~
PART I. FINANCIAL INFORMATION		1
Item 1.	Condensed Consolidated Financial Statements	1	1
	Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020		1
	Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021		2
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021		3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2022 and 2021	3
	Unaudited Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021		4
	Unaudited Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2022 and 2021	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23	23
Item 4.	Controls and Procedures	24	23
PART II. OTHER INFORMATION		25
Item 1.	Legal Proceedings	25	24
Item 1A.	Risk Factors	25	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	25	24
Item 3.	Defaults Upon Senior Securities	25	24
Item 4.	Mine Safety Disclosures	25	24
Item 5.	Other Information	25	24
Item 6.	Exhibits	25	25
Signature		26	26

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

VELOCITY ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	March 31, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	~~467~~724,~~931~~699		$	551,~~968~~188,882
Prepaid expenses		~~483~~355,~~394~~443			-354,881
Total current assets		~~951~~1,~~325~~080,142			551,~~968~~543,763
Investments held in Trust Account		~~230~~229,~~022~~947,~~926~~967			-230,026,133
Deferred offering costs associated with Initial Public Offering		-			171,193
Total Assets	$	231,028,109		$	231,569,896
Total Assets	$	230,974,251		$	227,161
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	~~189~~1,~~861~~080,078		$	~~689~~222,420
Accrued expenses		120,~~590,~~000			~~111~~215,~~743~~000
Franchise tax payable		149,091			1,768
Accrued income tax		65,161			65,161
Note payable - related party		-			91,418
Franchise tax payable		49,315			200,000
Total current liabilities		1,~~928~~214,~~952~~554			~~205~~702,~~618~~581
Derivative warrant liabilities		83,~~534~~982,~~670~~000			-6,198,000
Deferred underwriting commissions		8,050,000			-8,050,000
Total Liabilities		1813,~~513~~246,~~622~~554			~~205~~14,~~618~~950,581
Commitments and Contingencies
Class A common stock, $0.0001 par value; 23,000,000 and 0 shares subject to possible redemption at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively		230,000,000			-
Class A common stock, $0.0001 par value; 23,000,000 shares subject to possible redemption at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021		230,000,000			230,000,000
Stockholders’ Equity (Deficit):
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Class A common stock, $0.0001 par value; 380,000,000 shares authorized as of September 30, 2021 and December 31, 2020		-			-
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued or outstanding		-			-
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		575			575
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		575			575
Additional paid-in capital		-			~~24,425~~-
Accumulated deficit		(1712,~~539~~219,~~946~~020	)		(313,~~457~~381,260	)
Total stockholders’ equity (deficit)		(17,539,371	)		21,543
Total stockholders’ deficit		(12,218,445	)		(13,380,685	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	230,974,251		$	227,161
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	231,028,109		$	231,569,896

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

VELOCITY ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
	For the Three Months Ended March 31,
General and administrative expenses	$	1,422,187		$	2,194,824
	2022			2021
General and administrative expenses - related party		45,000			105,000
General and administrative expenses	$	881,279		$	171,376
Franchise tax expenses		50,411			149,103
General and administrative expenses - related party		45,000			15,000
Loss from operations		(1,517,598	)		(2,448,927	)
Franchise tax expenses		49,315			48,829
Other (expense) income:
Loss from operations		(975,594	)		(235,205	)
Change in fair value of derivative warrant liabilities		2,128,000			9,126,660
Other income (expense):
Offering costs - derivative warrant liabilities		-			(657,158	)
Change in fair value of derivative warrant liabilities		2,216,000			482,667
Interest income from investments held in Trust Account		3,303			22,926
Offering cost - derivative warrant liabilities		-			(657,158	)
Net income	$	613,705		$	6,043,501
Interest income (loss) from investments held in Trust Account		(78,166	)		14,849
Weighted average shares outstanding of Class A common stock		23,000,000			18,366,300
Total other income (expense)		2,137,834			(159,642	)
Basic and diluted net income per share, Class A common stock	$	0.02		$	0.25
Net income (loss)	$	1,162,240		$	(394,847	)
Weighted average shares outstanding of Class B common stock, basic		5,750,000			5,598,901
Weighted average shares outstanding of Class A common stock, basis and diluted		23,000,000			8,944,444
Weighted average shares outstanding of Class B common stock, diluted		5,750,000			5,750,000
Basic and diluted net income (loss) per share, Class A common stock	$	0.04		$	(0.03	)
Basic and diluted net income per share, Class B common stock	$	0.02		$	0.25
Weighted average shares outstanding of Class B common stock, basic and diluted		5,750,000			5,291,667
Basic and diluted net income (loss) per share, Class B common stock	$	0.04		$	(0.03	)

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

VELOCITY ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For The Three and Nine Months Ended September 30, 2021

	For The Three Months Ended March 31, 2022
	Common Stock								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		-	$	-		5,750,000	$	575	$	-	$	(13,381,260	)	$	(13,380,685	)
Net income		-		-		-		-		-		1,162,240			1,162,240
Balance - March 31, 2022 (Unaudited)		-	$	-		5,750,000	$	575	$	-	$	(12,219,020	)	$	(12,218,445	)

	Common Stock								Additional						Total
	For The Three Months Ended March 31, 2021
	Class A				Class B				Paid-In			Accumulated			Stockholders’
	Common Stock								Additional						Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
	Class A				Class B				Paid-In			Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance - December 31, 2020		-	$	-		5,750,000	$	575	$	24,425		$	(3,457	)	$	21,543
Excess cash received over the fair value of the private warrants		-		-		-		-		132,000			-			132,000
Accretion of Class A common stock subject to possible redemption amount		-		-		-		-		(156,425	)		(23,579,990	)		(23,736,415	)
Net loss		-		-		-		-		-			(394,847	)		(394,847	)
Balance - March 31, 2021 (unaudited)		-		-		5,750,000		575		-			(23,978,294	)		(23,977,719	)
Balance - March 31, 2021 (Unaudited)		-	$	-		5,750,000	$	-	$	-		$	(23,978,294	)	$	(23,977,719	)
Net income		-		-		-		-		-			5,824,643			5,824,643
Balance - June 30, 2021 (Unaudited)		-		-		5,750,000		575		-			(18,153,651	)		(18,153,076	)
Net income		-		-		-		-		-			613,705			613,705
Balance - September 30, 2021 (Unaudited)		-	$	-		5,750,000	$	575	$	-		$	(17,539,946	)	$	(17,539,371	)

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

VELOCITY ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OF CASH FLOWS

For the Nine Months Ended September 30, 2021

	For the Three Months Ended March 31,
	2022			2021

Cash Flows from Operating Activities:
Net income (loss)	$	1,162,240		$	(394,847	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest loss (income) from investments held in Trust Account		78,166			(14,849	)
Change in fair value of derivative warrant liabilities		(2,216,000	)		(482,667	)
Offering cost - derivative warrant liabilities		-			657,158
Changes in operating assets and liabilities:
Prepaid expenses		(562	)		(654,201	)
Accounts payable		857,658			15,931
Accrued expenses		(195,000	)		109,272
Franchise tax payable		(150,685	)		47,049
Net cash used in operating activities		(464,183	)		(717,154	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		-			(230,000,000	)
Net cash used in investing activities		-			(230,000,000	)

Cash Flows from Financing Activities:
Repayment of note payable to related party		-			(91,418	)
Proceeds received from initial public offering, gross		-			230,000,000
Proceeds received from private placement		-			6,600,000
Offering costs paid		-			(4,999,793	)
Net cash provided by financing activities		-			231,508,789

Net change in cash		(464,183	)		791,635

Cash - beginning of the period		1,188,882			55,968
Cash - end of the period	$	724,699		$	847,603

Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$	-		$	20,473
Deferred underwriting commissions	$	-		$	8,050,000

Cash Flows from Operating Activities:
Net income	$	6,043,501
Adjustments to reconcile net income to net cash used in operating activities:
Interest income from investments held in Trust Account		(22,926	)
Change in fair value of derivative warrant liabilities		(9,126,660	)
Offering costs - derivative warrant liabilities		657,158
Changes in operating assets and liabilities:
Prepaid expenses		(483,394	)
Accounts payable		189,172
Accrued expenses		1,499,000
Franchise tax payable		147,323
Net cash used in operating activities		(1,096,826	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(230,000,000	)
Net cash used in investing activities		(230,000,000	)
Cash Flows from Financing Activities:
Repayment of note payable to related party		(91,418	)
Proceeds received from initial public offering, gross		230,000,000
Proceeds received from private placement		6,600,000
Offering costs paid		(4,999,793	)
Net cash provided by financing activities		231,508,789
Net increase in cash		411,963
Cash - beginning of the period		55,968
Cash - end of the period	$	467,931
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	$	90,000
Deferred underwriting commissions	$	8,050,000

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

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~4

4VELOCITY ACQUISITION CORP.

~~VELOCITY~~NOTES ~~ACQUISITION~~TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ~~CORP.~~STATEMENTS

~~NOTES~~Note TO1 ~~UNAUDITED~~- ~~CONDENSED CONSOLIDATED~~Description ~~FINANCIAL~~of ~~STATEMENTS~~Organization and Business Operations

~~Note~~Velocity 1Acquisition -Corp. ~~Description~~(the “Company” or “Velocity”) is a blank check company incorporated in Delaware on September 24, 2020, for the purpose of ~~Organization~~effecting ~~and~~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 not limited to a particular industry or sector for purposes of consummating a ~~Operations~~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.

~~Velocity~~As ~~Acquisition~~of ~~Corp.~~March (31, 2022, the “Company~~” or~~ ~~“Velocity”)~~had isnot acommenced any ~~blank~~operations. ~~check~~All ~~company~~activity ~~incorporated~~for inthe ~~Delaware~~period onfrom September 24, 2020, ~~for~~(inception) ~~the~~through ~~purpose~~March of31, ~~effecting~~2022, arelates ~~merger,~~to the Company’s ~~capital~~formation ~~stock~~and ~~exchange,~~the ~~asset~~initial ~~acquisition,~~public ~~stock~~offering ~~purchase,~~(the ~~reorganization~~“Initial orPublic ~~similar~~Offering”) ~~business~~described ~~combination~~below, ~~with~~and ~~one~~since orits ~~more~~Initial ~~businesses~~Public Offering ~~(the~~its “search for a Business Combination”). The Company iswill not ~~limited~~generate toany aoperating ~~particular~~revenues ~~industry~~until orafter ~~sector~~the ~~for~~completion ~~purposes~~ of ~~consummating a~~its initial Business Combination, at the earliest. The Company isgenerates annon-operating ~~emerging~~income ~~growth~~in ~~company and, as such,~~ the ~~Company~~form isof ~~subject~~interest toincome ~~all~~on ofinvestments held in the ~~risks~~Trust ~~associated with~~Account ~~emerging~~(as ~~growth~~defined ~~companies~~below).

AsThe ofCompany’s ~~September~~sponsor ~~30,~~is ~~2021~~Velocity Sponsor LLC, ~~the~~a ~~Company~~Delaware ~~had~~limited ~~not commenced~~liability ~~any~~company ~~operations~~(the “Sponsor”). ~~All~~The ~~activity~~registration statement for the ~~period~~Company’s ~~from~~Initial ~~September~~Public Offering ~~24,~~was ~~2020~~declared ~~(inception)~~effective ~~through~~on ~~September~~February 3022, 2021,. ~~relates~~On toFebruary ~~the Company’s~~25, ~~formation~~2021, ~~and~~ the ~~initial~~Company ~~public~~consummated ~~offering~~its ~~(the “~~Initial Public Offering”) ~~described~~of ~~below~~23,000,000 units (the “Units” and, ~~since~~with ~~its Initial~~respect ~~Public~~to ~~Offering~~the ~~its~~Class ~~search~~A ~~for~~common astock ~~Business~~included ~~Combination.~~in ~~The~~the ~~Company~~Units ~~will~~being ~~not~~offered, ~~generate~~the ~~any~~“Public ~~operating~~Stock”), including ~~revenues~~3,000,000 ~~until~~additional ~~after~~Units ~~the~~to ~~completion of~~cover ~~its~~over-allotments ~~initial~~(the ~~Business~~“Over-Allotment ~~Combination~~Units”), at ~~the~~$10.00 ~~earliest~~per Unit, generating gross proceeds of $230.0 ~~The~~million, ~~Company~~and ~~generates~~incurring ~~non-operating~~offering ~~income~~costs inof ~~the~~approximately ~~form~~$13.2 million, of ~~interest~~which ~~income~~approximately on$8.1 ~~investments~~million was ~~held~~for indeferred ~~the~~underwriting ~~Trust~~commissions ~~Account~~ (asNote ~~defined below~~5).

~~The~~Simultaneously ~~Company’s~~with ~~sponsor is Velocity Sponsor LLC, a Delaware limited liability company (~~the ~~“Sponsor”).~~closing ~~The~~of ~~registration statement for~~ the ~~Company’s~~ Initial ~~Public~~ ~~Offering~~Public ~~was declared effective on February 22~~Offering, ~~2021. On February 25, 2021,~~ the Company consummated ~~its~~the ~~Initial~~private ~~Public~~placement ~~Offering~~(“Private Placement”) of 234,~~000~~400,000 ~~units~~ ~~(the~~warrants ~~“Units” and~~(each, ~~with~~a ~~respect to the Class A common stock included in the Units being offered, the~~ “~~Public~~Private Placement ~~Stock~~Warrant”~~), including~~ 3and collectively,~~000,000~~ ~~additional Units to cover over-allotments (~~the “~~Over-Allotment~~Private ~~Units~~Placement Warrants”), at ~~$10.00~~a ~~per~~price ~~Unit, generating gross proceeds~~ of $~~230~~1.050 ~~million,~~per ~~and~~Private ~~incurring~~Placement ~~offering~~Warrant to ~~costs~~the ofSponsor, ~~approximately~~generating ~~$13.2~~gross ~~million,~~proceeds of ~~which approximately~~ $86.16 million ~~was for deferred underwriting commissions~~ (Note 54).

~~Simultaneously~~Upon ~~with~~ the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the ~~Company~~net ~~consummated~~proceeds of the ~~private~~Initial ~~placement~~Public (“Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) oflocated ~~4,400,000~~in ~~warrants~~the ~~(each~~United States with Continental Stock Transfer & Trust Company acting as trustee, and was invested only in U.S. government treasury bills with a ~~“Private~~maturity of 185 days or ~~Placement~~less ~~Warrant”~~or in money market funds investing solely in U.S. Treasuries and ~~collectively~~meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “~~Private~~Investment ~~Placement~~Company ~~Warrants~~Act”), atas adetermined ~~price~~by ofthe ~~$1.50~~Company, ~~per~~until ~~Private~~the ~~Placement~~earlier ~~Warrant to~~of: (i) the completion ~~Sponsor,~~of ~~generating~~a ~~gross~~Business ~~proceeds~~Combination and (ii) the distribution of ~~$6.6~~the ~~million~~Trust ~~(Note~~Account 4)as described below.

~~Upon~~The ~~the~~Company’s ~~closing~~management ofhas ~~the~~broad ~~Initial~~discretion with ~~Public~~respect ~~Offering and~~to the ~~Private~~specific ~~Placement,~~application ~~$230.0 million ($10.00 per Unit)~~ of the net proceeds of the Initial Public Offering and ~~certain of~~ the ~~proceeds~~ sale of the Private Placement ~~was~~Warrants, although ~~placed~~substantially inall aof ~~trust~~the ~~account~~net ~~(“Trust~~proceeds ~~Account”)~~are ~~located~~intended into ~~the~~be ~~United~~applied ~~States~~generally ~~with~~toward ~~Continental~~consummating ~~Stock~~a Business Combination. There ~~Transfer~~is &no ~~Trust~~assurance that the Company ~~acting~~will asbe ~~trustee,~~able ~~and~~to ~~was~~complete ~~invested~~a ~~only~~Business inCombination Usuccessfully.S. ~~government~~The ~~treasury~~Company ~~bills~~must ~~with~~complete aone ~~maturity~~or ofmore ~~185~~initial Business ~~days~~Combinations ~~or less~~having oran inaggregate ~~money~~fair market ~~funds~~value ~~investing~~of ~~solely~~at inleast ~~U.S.~~80% ~~Treasuries~~of ~~and~~the ~~meeting~~net ~~certain~~assets ~~conditions~~held ~~under~~in ~~Rule~~the ~~2a-7~~Trust ~~under~~Account ~~the~~(excluding ~~Investment~~deferred ~~Company~~underwriting ~~Act~~fees ofand ~~1940,~~taxes aspayable ~~amended~~on (the ~~“Investment~~income ~~Company~~earned ~~Act”),~~on asthe ~~determined~~trust byaccount) at the ~~Company,~~time ~~until~~of the ~~earlier~~agreement ~~of:~~to ~~(i)~~enter into the initial ~~completion~~Business ofCombination. However, the Company will only complete a Business Combination ~~and~~if ~~(ii)~~the post-business combination company owns or acquires 50% or more of the ~~distribution~~voting securities of the ~~Trust~~target ~~Account~~or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as ~~described~~an ~~below~~investment company under the Investment Company Act.

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 the 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 net assets held in the Trust Account (excluding deferred underwriting fees 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 will only complete a Business Combination if the post-business combination 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.5

5VELOCITY ACQUISITION CORP.

~~VELOCITY~~NOTES ~~ACQUISITION~~TO ~~CORP.~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~The TOCompany ~~UNAUDITED~~will ~~CONDENSED~~provide ~~CONSOLIDATED~~the ~~FINANCIAL~~holders of its Public ~~STATEMENTS~~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 the 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). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares 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 reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated 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. 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.

~~Liquidity~~The Amended and ~~Going~~Restated ~~Concern~~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 15% or more of the Public Shares, without the prior consent of the Company.

AsThe Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of ~~September~~Incorporation to ~~30,~~modify ~~2021,~~the substance or timing of the Company’s ~~had~~obligation ~~approximately $468,000~~to inredeem ~~cash~~100% ~~and~~of the Public Shares if the Company does not complete a ~~working~~Business ~~capital~~Combination ~~deficit~~within ofthe ~~approximately~~Combination ~~$978~~Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity,~~000~~ unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

~~The~~If the Company’s ~~liquidity~~is ~~needs~~unable ~~prior~~ to complete a Business Combination within 24 months from the ~~consummation~~closing of the Initial Public Offering, ~~were~~or ~~satisfied~~February ~~through the payment of $~~25,~~000~~ ~~from~~2023 (the ~~Sponsor~~“Combination ~~to purchase Founder Stock~~Period”), ~~(as~~the ~~defined~~Company inwill ~~Note 4~~(i), ~~and~~cease ~~loan~~all ~~proceeds~~operations ~~from~~except for the ~~Sponsor~~purpose of ~~approximately~~winding ~~$91~~up,~~000~~ ~~under~~(ii) ~~the~~as ~~Note~~promptly ~~(Note~~as ~~4).~~reasonably ~~The~~possible ~~Company~~but ~~repaid~~not amore ~~portion~~than often ~~the~~business ~~Note~~days thereafter, ~~leaving~~redeem athe ~~note~~Public ~~balance~~Shares, ofat ~~approximately~~a ~~$187~~per-share asprice, ofpayable ~~February~~in 25cash, ~~2021.~~equal Onto ~~February~~the ~~26,~~aggregate ~~2021,~~amount ~~the~~then ~~Company~~on ~~repaid~~deposit in the ~~remaining loan~~Trust ~~portion~~Account, inincluding ~~full.~~interest ~~Subsequent~~earned ~~from~~on the ~~consummation~~funds ofheld in the ~~Initial~~Trust ~~Public~~Account ~~Offering,~~and not previously released to the Company’s ~~liquidity~~to ~~has~~pay its ~~been~~taxes ~~satisfied through~~(less ~~the~~up ~~net~~to ~~proceeds~~$100,000 ~~from~~of interest to pay dissolution expenses), divided by the ~~consummation~~number of ~~the~~then ~~Initial~~outstanding Public ~~Offering~~Shares, ~~and~~which redemption ~~the~~will ~~Private~~completely ~~Placement~~extinguish ~~held~~Public ~~outside~~Stockholders’ ofrights as stockholders (including the ~~Trust~~right ~~Account. In~~to ~~addition~~receive further liquidating distributions, inif ~~order~~any), toand ~~finance~~(iii) ~~transaction~~as ~~costs~~promptly inas ~~connection~~reasonably ~~with~~possible afollowing ~~Business~~such ~~Combination~~redemption, ~~the~~subject ~~Sponsor~~to orthe anapproval ~~affiliate~~ of the ~~Sponsor,~~remaining orstockholders ~~certain~~and ofthe ~~our~~board ~~officers~~of ~~and~~ directors ~~may~~, ~~but~~liquidate ~~are~~and ~~not obligated to~~dissolve, ~~provide~~subject ~~us loans~~ in ~~order~~each case, to ~~finance~~the ~~transaction~~Company’s ~~costs~~obligations inunder ~~connection~~Delaware ~~with~~law ato ~~Business~~provide ~~Combination~~for ~~(“Working~~claims ~~Capital Loans”). As~~ of ~~September~~creditors ~~30,~~and ~~2021,~~the ~~there~~requirements ~~were~~of noother ~~amounts~~applicable ~~outstanding under any Working Capital Loan~~law.

VELOCITY ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The ~~Company~~Initial ~~will~~Stockholders ~~need~~ agreed to ~~raise~~waive ~~additional~~their rights ~~capital~~to ~~through~~liquidating ~~loans~~distributions orfrom ~~additional~~the ~~investments~~Trust ~~from~~Account ~~its~~with ~~Sponsor,~~respect anto ~~affiliate~~the ofFounder Shares if the ~~Sponsor,~~Company orfails ~~its~~to ~~officers~~complete ora Business ~~directors.~~Combination ~~The~~within ~~Company’s~~the ~~officers~~Combination Period. However, ~~directors~~if ~~and~~the ~~Sponsor,~~Initial Stockholders acquire Public Shares in or ~~their~~after ~~affiliates,~~the ~~may~~Initial Public Offering, they ~~but~~will ~~are~~be ~~not~~entitled ~~obligated~~to liquidating distributions from the Trust Account with respect to, ~~loan~~such Public Shares if the Company fails to complete ~~funds,~~a ~~from~~Business ~~time~~Combination within the Combination Period. The underwriters agreed to ~~time~~waive ortheir atrights ~~any~~to ~~time,~~the indeferred ~~whatever~~underwriting ~~amount~~commission (see ~~they~~Note ~~deem~~5) ~~reasonable~~held in ~~their~~the ~~sole~~Trust ~~discretion,~~Account toin ~~meet~~the event the Company’s does not complete a Business Combination within in the Combination Period ~~working~~and, ~~capital~~in ~~needs.~~such ~~Accordingly~~event, such amounts will be included with the ~~Company~~other ~~may~~funds ~~not~~held in the Trust Account that will be ~~able~~available to ~~obtain~~fund ~~additional~~the ~~financing~~redemption of the Public Shares. IfIn the ~~Company~~event of such distribution, it is ~~unable~~possible tothat ~~raise~~the ~~additional~~per share value of the residual assets remaining available ~~capital,~~for itdistribution ~~may~~(including beTrust ~~required~~Account toassets) ~~take~~will ~~additional~~be ~~measures~~only $10.00. In order to ~~conserve~~protect ~~liquidity,~~the ~~which~~amounts ~~could~~held ~~include~~in the Trust Account, ~~but~~the Sponsor ~~not~~agreed ~~necessarily~~to be ~~limited~~liable to~~, curtailing~~ ~~operations,~~the ~~suspending~~Company if and to the ~~pursuit~~extent ofany aclaims ~~potential~~by ~~transaction,~~a ~~and~~third ~~reducing~~party ~~overhead~~(except ~~expenses.~~for ~~The~~the Company’s ~~cannot provide~~independent ~~any~~registered ~~assurance~~public ~~that~~accounting ~~new~~firm) ~~financing~~for ~~will~~services berendered ~~available~~or toproducts itsold onto ~~commercially~~the ~~acceptable terms~~Company, ifor ata ~~all.~~prospective Intarget ~~connection~~business with which the Company~~’s assessment~~ has entered into a letter of ~~going~~intent, ~~concern~~confidentiality ~~considerations~~or inother ~~accordance~~similar ~~with~~agreement ~~FASB~~or ~~Accounting~~business ~~Standards~~combination ~~Update~~agreement (a “~~ASU~~Target”) ~~2014-15~~, ~~“Disclosure~~ reduce the amount of ~~Uncertainties~~funds ~~about~~in anthe ~~Entity’s~~Trust ~~Ability~~Account to ~~Continue~~below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as aof ~~Going~~the ~~Concern~~date of the liquidation of the Trust Account,” ~~management~~if ~~has~~less ~~determined~~than ~~these~~$10.00 ~~conditions~~per ~~raise~~Public Share due to reductions ~~substantial~~in ~~doubt~~the ~~about~~value of the ~~Company’s~~trust ~~ability~~assets, less taxes payable, provided that such liability will not apply to ~~continue~~any asclaims by a ~~going~~third ~~concern~~party ~~through~~or ~~the~~Target that ~~Combination~~executed ~~Period,~~a ~~which~~waiver isof any and all rights to the ~~date~~ monies held in the ~~Company~~Trust Account (whether or not such waiver is ~~required~~enforceable) tonot ~~cease~~will it ~~all~~apply ~~operations~~to ~~except~~any ~~for~~claims under the ~~purpose~~Company’s indemnity of ~~winding~~the upunderwriters ifof itthe ~~has~~Initial ~~not~~Public ~~completed~~Offering aagainst ~~business~~certain ~~combination.~~liabilities, ~~These~~including ~~financial~~liabilities ~~statements~~under dothe ~~not~~Securities ~~include~~Act ~~any~~of ~~adjustments~~1933, ~~relating~~as amended (the “Securities Act”). The Company will seek to reduce the ~~recovery~~possibility ofthat the ~~recorded~~Sponsor ~~assets~~will orhave to indemnify the ~~classification~~Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the independent registered public accounting firm), prospective target businesses or other entities with ~~liabilities~~which ~~that~~the ~~might~~Company bedoes ~~necessary~~business, ~~should~~execute agreements with the Company bewaiving ~~unable~~any right, title, interest or claim of any kind in or to monies ~~continue~~held asin athe ~~going~~Trust ~~concern~~Account.

~~Note~~Terminated 2Business -Combination ~~Summary of Significant Accounting Policies~~Agreement

~~Basis~~On July 20, 2021, the Company entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with VBLG Merger Sub, LLC, a wholly-owned subsidiary of ~~Presentation~~Velocity (“Company Merger Sub”), VBLG Blocker Merger Sub, LLC, a wholly-owned subsidiary of Velocity (“Blocker Merger Sub”), BBQ Holding, LLC (“BBQ”), BVP BBQ Blocker, LP (“Blocker”) and ~~Principles~~BVP BBQ General Partner, LLC, the general partner of Blocker and the representative of the equityholders of BBQ and Blocker (“BVP ~~Consolidation~~GP”), relating to the contemplated Business Combination between the Company and BBQ (the “Proposed Business Combination”).

~~The~~On ~~accompanying~~November ~~unaudited~~9, ~~condensed consolidated~~2021, ~~financial~~the ~~statements~~Company, ~~are~~Company ~~presented~~Merger Sub, inBlocker ~~U.S.~~Merger ~~dollars~~Sub, inBBQ, ~~conformity~~Blocker ~~with~~and ~~accounting~~BVP ~~principles~~GP ~~generally~~entered ~~accepted~~into ina ~~the United~~Termination ~~States~~ of ~~America~~Business Combination Agreement (the “~~GAAP~~Termination Agreement”), ~~for~~pursuant ~~financial~~to ~~information~~which ~~and~~the ~~pursuant~~parties agreed to mutually terminate the ~~rules~~Business ~~and~~Combination ~~regulations~~Agreement ofeffective ~~the~~as ~~SEC.~~of November ~~Accordingly~~9, ~~they~~2021 doAs ~~not~~a ~~include~~result ~~all~~of the termination of the ~~information~~Business Combination Agreement, the Business Combination Agreement is void and ~~footnotes~~there ~~required~~is no byliability ~~GAAP.~~under Inthe Business Combination Agreement on the ~~opinion~~part of ~~management~~any party thereto, except as set forth in the ~~unaudited~~Business Combination ~~condensed~~Agreement, ~~consolidated~~and ~~financial~~each ~~statements~~of ~~reflect~~the ~~all~~transaction ~~adjustments,~~agreements ~~which~~entered ~~include~~into ~~only~~in ~~normal~~connection ~~recurring~~with ~~adjustments~~the ~~necessary~~Business ~~for~~Combination Agreement, including, but not limited to, the ~~fair~~Sponsor ~~statement~~Agreement, dated as of July 20, 2021, by and among the ~~balances~~Sponsor, BBQ and ~~results~~certain ~~for~~of ~~the~~Sponsor’s ~~periods~~equity ~~presented.~~holders, will ~~There~~automatically ~~was~~either be terminated in accordance with their terms or be of no ~~activity~~further ~~for~~force ~~the~~and ~~period~~effect. ~~from~~Pursuant ~~September~~to ~~24,~~the Termination ~~2020~~Agreement, ~~(inception)~~subject to ~~September~~certain 30exceptions, ~~2020.~~the ~~Operating~~parties ~~results~~to ~~for~~ the ~~period~~Termination ~~three~~Agreement ~~and~~have ~~nine~~also ~~months~~agreed ~~ended~~on ~~September~~behalf ~~30,~~of ~~2021,~~themselves ~~are~~and ~~not~~their ~~necessarily~~respective ~~indicative~~related parties, to a release of claims relating to the ~~results~~Proposed ~~that~~Business ~~may~~Combination. beThe ~~expected~~Company ~~through~~intends ~~December~~to ~~31,~~continue ~~2021~~to orpursue a ~~any~~Business ~~future~~Combination. ~~period~~The Company received a termination payment of $1,393,750 in December 2021.

~~The~~Liquidity ~~condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the planned merger. All inter-company accounts~~ and ~~transactions~~Going ~~are~~Concern ~~eliminated in consolidation.~~

~~The~~As ~~accompanying~~of ~~unaudited~~March ~~condensed~~31, ~~consolidated financial~~2022, ~~statements should be read in conjunction with~~ the ~~audited~~Company ~~financial~~had ~~statements~~approximately $725,000 ~~and notes thereto included~~ in ~~the~~cash ~~Form 8-K~~ and ~~the~~ ~~final~~a ~~prospectus~~working ~~filed~~capital bydeficit ~~the~~of ~~Company~~approximately ~~with the SEC on February 25~~$134, ~~2021, and February 24, 2021, respectively~~000.

~~Revision~~The Company’s liquidity needs prior to ~~Previously~~the consummation ~~Reported~~of ~~Financial~~the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Stock (as ~~Statements~~defined in Note 4), and loan proceeds from the Sponsor of approximately $91,000 under the Note (Note 4). The Company repaid a portion of the Note, leaving a note balance of approximately $187 as of February 25, 2021. On February 26, 2021, the Company repaid the remaining loan portion in full. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. 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 our officers and directors may, but are not obligated to, provide us loans in order to finance transaction costs in connection with a Business Combination (“Working Capital Loans”). As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

In ~~preparation of the Company’s unaudited condensed consolidated financial statements as of and for quarterly period ended September 30~~addition, ~~2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption~~ in ~~temporary~~December ~~equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments~~2021, ~~ASC~~pursuant ~~Topic 480, “Distinguishing Liabilities from Equity” (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject~~ to ~~redemption to be classified outside of permanent equity. The Company had previously classified~~ a ~~portion of its Class A common stock in permanent~~termination ~~equity,~~agreement orrelated ~~total~~to ~~stockholders’ equity. Although~~ the ~~Company~~Business ~~did~~Combination ~~not specify a maximum redemption threshold~~Agreement, ~~its charter currently provides that,~~ the Company ~~will~~received ~~not redeem its public shares in an amount that would cause its net tangible assets to be less than~~ $51,~~000~~393,~~001. Previously~~750, ~~the~~which ~~Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements,~~ the Company ~~revised~~intends ~~this interpretation~~ to ~~include~~use ~~temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all Class A common stock as temporary equity and recognized accretion from the initial book value~~ to ~~redemption~~pursue ~~value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying~~other ~~value~~business ofcombination ~~the redeemable Class A common stock at the Initial Public Offering resulted in a decrease of approximately $5~~opportunities.7 million in additional paid-in capital and an increase of approximately $23.6 million to accumulated deficit, as well as a reclassification of 2,926,947 shares of Class A common stock from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on February 25, 2021, and Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided.

The impact of the revision to the unaudited condensed consolidated balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $29.0 million and $23.2 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share.7

7VELOCITY ACQUISITION CORP.

~~VELOCITY~~NOTES ~~ACQUISITION~~TO ~~CORP.~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Based TOon ~~UNAUDITED~~the ~~CONDENSED~~foregoing, ~~CONSOLIDATED~~management ~~FINANCIAL~~believes that ~~STATEMENTS~~the Company will have borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, in connection with management’s assessment of going concern considerations in accordance with FASB’s ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has determined that the liquidity condition, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustment that might be necessary if the Company was unable to continue as a going concern.

~~Emerging~~Management ~~Growth~~intends to complete the proposed Business Combination prior to February 25, 2023. The Sponsor continues to have cash on hand that could be available for loans to the Company. The Sponsor has no obligation to provide further funding to the Company. Management believes it could obtain additional funding from the Sponsor. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 25, 2023.

~~The~~Note ~~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,~~Summary ~~reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements~~ of ~~holding~~Significant ~~a nonbinding advisory vote~~Accounting ~~on executive compensation and stockholder approval of any golden parachute payments not previously approved.~~Policies

~~Further,~~Basis ~~Section 102(b)(1)~~ of ~~the~~Presentation 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~~Principles ~~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 financial statement 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.Consolidation

~~Concentration~~The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ~~Credit~~(“GAAP”) ~~Risk~~for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated 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 three months ended March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future period.

~~Financial~~The ~~instruments~~condensed ~~that~~consolidated ~~potentially~~financial ~~subject~~statements ~~the Company to concentrations~~ of ~~credit risk consist of cash accounts in a financial institution, which, at times, may exceed~~ the ~~Federal Depository~~Company ~~Insurance~~include ~~Corporation~~its ~~coverage~~wholly ~~limit~~owned ~~of $250,000~~subsidiary. AsAll ofinter-company ~~September 30, 2021, and December 31, 2020, the Company has not experienced losses on these~~ accounts and ~~management~~transactions ~~believes~~are ~~the~~eliminated ~~Company~~in ~~is not exposed to significant risks on such accounts~~consolidation.

~~Cash~~The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and ~~Cash~~notes ~~Equivalents~~thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2022.

~~The~~Emerging ~~Company~~Growth ~~considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The~~ Company ~~had no cash equivalents as of September 30, 2021, and December 31, 2020.~~

~~Investments~~The ~~Held~~Company is an “emerging growth company,” as defined in ~~Trust~~Section ~~Account~~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.

~~The~~Further, ~~Company’s~~Section ~~portfolio~~102(b)(1) of ~~investments~~the JOBS Act exempts ~~held~~emerging ingrowth ~~the~~companies ~~Trust~~from ~~Account~~being isrequired ~~comprised~~to ofcomply ~~U.S.~~with ~~government~~new ~~securities,~~or ~~within~~revised ~~the~~financial ~~meaning~~accounting ~~set~~standards ~~forth~~until inprivate ~~Section~~companies 2(~~a)(16)~~that is, ofthose ~~the~~that ~~Investment Company~~have ~~Act,~~not ~~with~~had a ~~maturity~~Securities ofAct ~~185~~registration ~~days~~statement ordeclared ~~less,~~effective or ~~investments~~do innot ~~money~~have ~~market~~a ~~funds~~class ~~that~~of ~~invest~~securities inregistered under ~~U.S.~~the ~~government~~Exchange ~~securities~~Act) ~~and generally~~are ~~have~~required ato ~~readily~~comply ~~determinable~~with ~~fair~~the ~~value,~~new or arevised ~~combination~~financial ~~thereof~~accounting standards. ~~When~~The ~~the~~JOBS ~~Company’s~~Act ~~investments~~provides ~~held~~that inan ~~the~~emerging growth ~~Trust~~company ~~Account are~~can ~~comprised~~elect ofto ~~U.S.~~opt ~~government~~out ~~securities,~~of the ~~investments~~extended ~~are~~transition ~~classified~~period asand ~~trading~~comply ~~securities.~~with ~~When~~ the ~~Company’s~~requirements ~~investments~~that apply to non-emerging growth ~~held~~companies inbut ~~the~~any ~~Trust~~such ~~Account~~an ~~are~~election ~~comprised~~to opt out is irrevocable. The Company has elected not to opt out of ~~money~~such ~~market~~extended ~~funds~~transition period, which ~~the~~means ~~investments~~that ~~are~~when ~~recognized~~a atstandard ~~fair~~is ~~value.~~issued ~~Trading~~or ~~securities~~revised and ~~investments in~~it ~~money~~has ~~market~~different ~~funds~~application ~~are~~dates ~~presented~~for onpublic ~~the~~or ~~condensed~~private ~~consolidated~~companies, ~~balance~~the ~~sheets~~Company, as atan ~~fair~~emerging ~~value~~growth atcompany, can adopt the ~~end~~new ofor ~~each~~revised ~~reporting~~standard ~~period.~~at ~~Gains and~~the ~~losses~~time ~~resulting~~private ~~from~~companies adopt the ~~change~~new inor ~~fair~~revised ~~value~~standard. This may make comparison of ~~these~~the ~~securities~~Company’s ~~are~~financial ~~included~~statement inwith ~~Interest~~another ~~income~~public ~~from~~company ~~investments~~that ~~held~~is inneither ~~Trust~~an emerging growth company ~~Account~~nor inan ~~the~~emerging ~~accompanying~~growth ~~unaudited~~company ~~condensed~~that ~~consolidated~~has ~~statements~~opted out of ~~operations.~~using ~~The~~the ~~estimated~~extended ~~fair~~transition ~~values~~period ofdifficult ~~investments~~or ~~held in~~impossible ~~the~~because ~~Trust~~of ~~Account~~the ~~are~~potential differences ~~determined~~in ~~using~~accounting ~~available~~standards ~~market information~~used.

~~Use of Estimates~~8

~~The~~VELOCITY ~~preparation~~ACQUISITION of these condensed consolidated financial statements in conformity with GAAP requires the Company’s 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 periodCORP. 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. Accordingly, the actual results could differ significantly from those estimates.

8NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~VELOCITY~~Concentration ~~ACQUISITION~~of ~~CORP.~~Credit Risk

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

~~Financial~~Cash ~~Instruments~~and Cash Equivalents

The ~~fair~~Company ~~value~~considers ofall ~~the~~short-term ~~Company’s assets~~investments ~~and~~with ~~liabilities~~an ~~which~~original ~~qualify~~maturity asof ~~financial~~three ~~instruments~~months ~~under~~or ~~the~~less ~~Financial~~when ~~Accounting~~purchased ~~Standards~~to ~~Board~~be ~~(“FASB”) Accounting~~cash ~~Standards~~equivalents. ~~Codification~~The ~~(“ASC”)~~Company ~~820,~~had ~~“Fair~~no ~~Value~~cash ~~Measurements~~equivalents ~~and~~as ~~Disclosures,”~~of ~~equal or~~March ~~approximate~~31, ~~the~~2022 ~~carrying~~and ~~amounts~~December ~~represented~~31, ~~in the balance sheet~~2021.

~~Fair~~Investments ~~Value~~Held ~~Measurements~~in Trust Account

~~Fair~~The ~~value~~Company’s portfolio of investments held in the Trust Account is ~~defined~~comprised asof U.S. government securities, within the ~~price~~meaning ~~that~~set ~~would be~~forth ~~received~~in ~~for~~Section ~~sale~~2(a)(16) of anthe ~~asset~~Investment orCompany Act, ~~paid~~with ~~for~~a ~~transfer~~maturity of a185 ~~liability,~~days inor anless, ~~orderly~~or ~~transaction~~investments ~~between~~in money market ~~participants~~funds atthat ~~the~~invest ~~measurement date~~in U.S. ~~GAAP~~government ~~establishes~~securities and generally have a ~~three-tier~~readily determinable fair value, ~~hierarchy~~or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, ~~which~~the ~~prioritizes~~investments are classified as trading securities. When the ~~inputs~~Company’s ~~used~~investments held in ~~measuring~~the Trust Account are comprised of money market funds, the investments are recognized at fair value. ~~The~~Trading ~~hierarchy~~securities ~~gives~~and investments in money market funds are presented on the ~~highest~~condensed ~~priority~~consolidated tobalance ~~unadjusted~~sheets ~~quoted~~at ~~prices~~fair value at the end of each reporting period. Gains and losses resulting from the change in ~~active~~fair ~~markets~~value ~~for~~of ~~identical~~these ~~assets~~securities orare ~~liabilities~~included ~~(Level~~in 1interest ~~measurements~~income (loss) ~~and~~from ~~the~~investments held in ~~lowest~~Trust ~~priority~~Account toin ~~unobservable~~the ~~inputs~~accompanying ~~(Level~~consolidated 3statements ~~measurements)~~of operations. ~~These~~The ~~tiers~~estimated ~~consist~~fair values of: investments held in the Trust Account are determined using available market information.

●Use ~~Level~~of ~~1, defined as unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;~~Estimates

●The ~~Level~~preparation 2,of ~~defined~~these ascondensed ~~quoted~~consolidated financial ~~prices~~statements in ~~markets~~conformity with GAAP requires the Company’s management to make estimates and assumptions that ~~are~~affect ~~not~~the reported ~~active~~amounts orof assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial ~~instruments~~statements ~~for~~and ~~which~~the ~~significant~~reported ~~inputs~~amounts toof ~~models~~revenues ~~are~~and ~~observable~~expenses ~~(including~~during ~~but~~the ~~not~~reporting ~~limited~~period. Making estimates requires management to ~~quoted~~exercise ~~prices~~significant ~~for~~judgment. ~~similar~~It ~~securities,~~is ~~interest~~at ~~rates~~least reasonably possible that the estimate of the effect of a condition, ~~foreign~~situation ~~exchange~~or ~~rates~~set of circumstances that existed at the date of the condensed consolidated financial statements, ~~volatility~~which ~~and~~management ~~credit~~considered ~~risk)~~in formulating its estimate, ~~either~~could ~~directly~~change in the near term due to one or ~~indirectly;~~more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

●Financial ~~Level 3, defined as prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement).~~Instruments

InThe ~~some~~fair ~~circumstances,~~value of the ~~inputs~~Company’s ~~used~~assets ~~to measure~~and ~~fair~~liabilities ~~value~~which ~~might~~qualify beas ~~categorized~~financial ~~within~~instruments ~~different~~under ~~levels~~the ofFinancial ~~the~~Accounting ~~fair~~Standards ~~value~~Board ~~hierarchy.~~(“FASB”) InAccounting ~~those~~Standards Codification ~~instances~~(“ASC”) 820, ~~the~~“Fair ~~fair~~Value ~~value~~Measurements ~~measurement~~and ~~is categorized~~Disclosures,” inequal ~~its~~or ~~entirety~~approximate in the ~~fair~~carrying ~~value~~amounts represented ~~hierarchy~~in ~~based on~~ the ~~lowest~~condensed ~~level~~consolidated ~~input~~balance ~~that~~sheets, isexcept ~~significant~~for toderivative ~~the~~warrant ~~fair~~liabilities ~~value~~(see ~~measurement~~Note 9).

~~Derivative~~Fair ~~Warrant~~Value ~~Liabilities~~Measurements

~~The~~Fair ~~Company~~value ~~does~~is ~~not~~defined ~~use~~as ~~derivative~~the ~~instruments~~price that would tobe ~~hedge~~received ~~exposures~~for tosale ~~cash~~of ~~flow,~~an ~~market,~~asset or ~~foreign~~paid ~~currency~~for ~~risks.~~transfer ~~The~~of ~~Company~~a ~~evaluates~~liability, ~~all~~in ofan ~~its~~orderly ~~financial~~transaction ~~instruments,~~between ~~including issued~~market ~~stock~~participants ~~purchase~~at ~~warrants,~~the tomeasurement date. ~~determine~~GAAP ifestablishes ~~such~~a ~~instruments~~three-tier ~~are~~fair ~~derivatives~~value orhierarchy, ~~contain~~which ~~features~~prioritizes ~~that~~the ~~qualify~~inputs asused ~~embedded~~in ~~derivatives, pursuant~~measuring tofair ~~ASC~~value. ~~480~~The ~~and~~hierarchy ~~ASC~~gives the ~~Topic~~highest ~~815,~~priority ~~“Derivatives~~to ~~and~~unadjusted ~~Hedging”~~quoted ~~(“ASC~~prices ~~815”).~~in ~~The~~active ~~classification~~markets offor ~~derivative instruments,~~identical ~~including~~assets ~~whether~~or ~~such~~liabilities ~~instruments~~(Level ~~should~~1 bemeasurements) ~~recorded~~and asthe lowest ~~liabilities~~priority orto asunobservable ~~equity,~~inputs is(Level ~~reassessed~~3 atmeasurements). ~~the~~These ~~end~~tiers ofconsist ~~each reporting period.~~of:

~~The~~● ~~Company~~Level ~~accounts~~1, ~~for~~defined ~~the warrants issued in connection with its Initial Public Offering and the Private Placement Warrants~~ as ~~derivative~~unadjusted ~~warrant~~quoted ~~liabilities~~prices in ~~accordance~~active ~~with ASC~~markets ~~815.~~that ~~Accordingly,~~are ~~the~~accessible ~~Company recognizes the warrant instruments as liabilities~~ at ~~fair value and adjusts~~ the ~~instruments to fair value at each reporting period. The liabilities are subject to re-~~measurement ~~at each balance sheet~~ date ~~until~~for ~~exercised~~identical, ~~and~~unrestricted any change in fair value is recognized in the Company’s unaudited condensed consolidated statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. 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 Associated with the Initial Public Offering~~9

~~Offering~~VELOCITY ~~costs consisted~~ACQUISITION ~~of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering~~CORP. Offering costs are 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 warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock subject to possible redemption were charged against the carrying value of the shares of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions are non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

9NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~VELOCITY~~● ~~ACQUISITION~~Level ~~CORP.~~2, defined as quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly;

~~NOTES~~● TOLevel ~~UNAUDITED~~3, ~~CONDENSED~~defined ~~CONSOLIDATED~~as ~~FINANCIAL STATEMENTS~~prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement).

~~Class~~In Asome ~~Common~~circumstances, ~~Stock~~the ~~Subject~~inputs used to ~~Possible~~measure ~~Redemption~~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~~Derivative ~~Company~~Warrant ~~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, at September 30, 2021 and December 31, 2020, 23,000,000 and 0 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet.

~~Effective~~The ~~with~~Company ~~the~~does ~~closing~~not use derivative instruments ofto ~~the~~hedge ~~Initial~~exposures ~~Public~~to ~~Offering~~cash flow, ~~the~~market, or foreign currency risks. The Company ~~recognized~~evaluates ~~the~~all ~~accretion~~of ~~from~~its ~~initial~~financial ~~book~~instruments, ~~value~~including issued tostock ~~redemption~~purchase ~~amount~~warrants, ~~which~~to ~~resulted~~determine ~~in charges~~if ~~against~~such ~~additional~~instruments ~~paid-in~~are ~~capital~~derivatives (or contain features that qualify as embedded derivatives, pursuant to ~~the~~ASC ~~extend~~480 ~~available)~~and ASC Topic 815, “Derivatives and ~~accumulated~~Hedging” ~~deficit~~(“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

~~Income~~The ~~Taxes~~Company accounts for the warrants issued in connection with its Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. 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~~Offering ~~Company~~Costs ~~follows~~Associated ~~the~~with ~~asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for~~ the ~~estimated future tax consequences attributable to differences between the financial statement carrying amounts~~Initial ofPublic 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 deferred tax assets with a full valuation against them.Offering

~~ASC~~Offering ~~740~~costs ~~prescribes~~consisted aof ~~recognition~~legal, ~~threshold and~~accounting, aunderwriting ~~measurement~~fees ~~attribute~~and ~~for~~other ~~the~~costs ~~financial~~incurred ~~statement~~through ~~recognition~~the ~~and~~Initial ~~measurement~~Public ofOffering ~~tax~~that ~~positions~~were ~~taken~~directly orrelated ~~expected~~ to bethe ~~taken~~Initial inPublic ~~a tax return~~Offering. Offering ~~For~~costs ~~those~~are ~~benefits~~allocated to bethe ~~recognized,~~separable afinancial ~~tax~~instruments ~~position~~issued ~~must~~in bethe ~~more~~Initial ~~likely~~Public ~~than~~Offering ~~not~~based toon bea ~~sustained~~relative ~~upon~~fair ~~examination~~value basis, bycompared ~~taxing~~to ~~authorities~~total proceeds received. ~~There~~ ~~were~~Offering nocosts ~~unrecognized~~associated ~~tax~~with ~~benefits~~warrant asliabilities ofare ~~September~~expensed 30as incurred, ~~2021~~presented ~~and~~as non-operating ~~December~~expenses ~~31,~~in ~~2020.~~the ~~The~~consolidated ~~Company~~statements ~~recognizes~~of ~~accrued~~operations. ~~interest~~Offering ~~and~~costs ~~penalties related~~associated towith ~~unrecognized~~the ~~tax~~Class ~~benefits~~A ascommon ~~income~~stock ~~tax~~subject ~~expense.~~to possible Noredemption ~~amounts~~ were ~~accrued~~charged ~~for~~against the ~~payment~~carrying value of ~~interest~~the ~~and~~shares ~~penalties~~of asClass ofA ~~September 30,~~common ~~2021.~~stock ~~The~~subject ~~Company~~to ispossible ~~currently~~redemption ~~not~~upon the ~~aware~~completion of ~~any~~the ~~issues~~Initial ~~under~~Public ~~review~~Offering. ~~that~~The ~~could~~Company ~~result~~classifies indeferred ~~significant~~underwriting ~~payments,~~commissions ~~accruals~~are ornon-current ~~material~~liabilities as ~~deviation~~their ~~from~~liquidation ~~its~~is ~~position.~~not ~~The~~reasonably ~~Company~~expected isto ~~subject~~require tothe ~~income~~use ~~tax~~of ~~examinations~~current byassets ~~major~~or ~~taxing~~require ~~authorities~~the ~~since~~creation ~~inception~~of current liabilities.

~~Net~~Class ~~Income~~A ~~(Loss)~~Common ~~Per~~Stock ~~Share~~Subject ofto ~~Common Stock~~Possible Redemption

The Company ~~complies~~accounts ~~with~~for ~~accounting~~its ~~and~~Class ~~disclosure~~A common stock ~~requirements~~subject ofto ~~FASB~~possible redemption in accordance with the guidance in ASC Topic ~~260,~~480 “~~Earnings~~Distinguishing ~~Per~~Liabilities ~~Share~~from Equity.” Class ~~The~~A ~~Company~~common ~~has~~stock ~~two~~subject ~~classes~~to ofmandatory ~~shares,~~redemption ~~which~~(if ~~are~~any) ~~referred~~is toclassified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock ~~and~~(including Class BA common stock. ~~Income~~that ~~and~~features ~~losses~~redemption rights that are ~~shared~~either ~~pro~~within ~~rata~~the ~~between~~control of the ~~two~~holder ~~classes~~or subject to redemption upon the occurrence of ~~shares.~~uncertain ~~Net~~events ~~income~~not ~~(loss~~solely within the Company’s control) are classified ~~per~~as temporary equity. At all other times, Class A common ~~share~~stock is ~~calculated~~classified byas ~~dividing~~stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the ~~net~~Company’s ~~income~~control ~~(loss)~~and bysubject to the ~~weighted~~occurrence of ~~average~~uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock ~~outstanding~~subject to ~~for~~possible redemption are presented at redemption value as temporary equity, outside of the ~~respective~~stockholders’ equity section of the ~~period.~~Company’s condensed consolidated balance sheets.

The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 12,066,666 shares of common stock since their exercise is contingent upon future events and 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, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.10

10VELOCITY ACQUISITION CORP.

~~VELOCITY~~NOTES ~~ACQUISITION~~TO ~~CORP.~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Under TOASC ~~UNAUDITED~~480-10-S99, ~~CONDENSED~~the ~~CONSOLIDATED~~Company ~~FINANCIAL~~has elected ~~STATEMENTS~~to 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. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

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

	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss) - basic	$	490,964	$	122,741	$	4,631,580	$	1,411,921
Allocation of net income (loss) - diluted	$	490,964	$	122,741	$	4,602,561	$	1,440,940
Denominator:
Basic weighted average common shares outstanding		23,000,000		5,750,000		18,366,300		5,598,901
Diluted weighted average common shares outstanding		23,000,000		5,750,000		18,366,300		5,750,000
Basic net income (loss) per common share	$	0.02	$	0.02	$	0.25	$	0.25
Diluted net income (loss) per common share	$	0.02	$	0.02	$	0.25	$	0.25

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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 March 31, 2022 and December 31, 2021, the Company had deferred tax assets with a full valuation against them.

~~Recent~~ASC ~~Accounting~~740 ~~Pronouncements~~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 no unrecognized tax benefits as of March 31, 2022 and December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 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.

InNet ~~August~~Income ~~2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options~~ (~~Subtopic 470-20~~Loss) ~~and~~Per ~~Derivatives~~Share 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 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on January 1, 2021. Adoption of ~~the~~Common ~~ASU did not impact the Company’s financial position, results of operations or cash flows.~~Stock

The Company’s ~~management~~complies ~~does~~with ~~not~~accounting ~~believe~~and ~~that~~disclosure requirements ~~any~~of ~~other~~FASB ~~recently~~ASC ~~issued~~Topic 260, ~~but~~“Earnings ~~not~~Per ~~yet~~Share.” ~~effective,~~The ~~accounting~~Company ~~standards~~has ~~updates~~two classes of shares, which are referred to as ifClass ~~currently~~A ~~adopted,~~common ~~would~~stock ~~have~~and aClass ~~material~~B ~~effect~~common onstock. Income and losses are shared pro rata between the ~~accompanying~~two ~~condensed~~classes ~~consolidated~~of ~~financial~~shares. ~~statement~~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.

~~Note~~The 3calculation -of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 12,066,666 shares of common stock since their exercise is contingent upon future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

OnThe ~~February~~following ~~25,~~table ~~2021,~~reflects the ~~Company~~calculation ~~consummated its Initial Public Offering~~ of ~~23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds~~ ofbasic ~~$230.0 million,~~ and ~~incurring~~diluted ~~offering~~net ~~costs~~income ofper ~~approximately~~share ~~$13.2 million,~~ of ~~which~~common ~~approximately $8.1 million was for deferred underwriting commissions.~~stock:

Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole 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 7).

	For The Three Months Ended March 31, 2022				For The Three Months Ended March 31, 2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss) - basic and diluted	$	929,792	$	232,448	$	(248,079	)	$	(146,768	)

Denominator:
Basic and diluted weighted average common shares outstanding		23,000,000		5,750,000		8,944,444			5,291,667

Basic and diluted net income (loss) per common share	$	0.04	$	0.04	$	(0.03	)	$	(0.03	)

~~Note 4 - Related Party Transactions~~11

~~Founder~~VELOCITY ~~Stock~~ACQUISITION CORP.

OnNOTES ~~November~~TO ~~16,~~UNAUDITED ~~2020, the Sponsor purchased 5,750,000~~CONDENSED ~~stock~~CONSOLIDATED ofFINANCIAL the Company’s Class B common stock, par value $0.0001 per share (the “Founder Stock”), for an aggregate price of $25,000. The Initial Stockholders agreed to forfeit up to 750,000 Founder Stock to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Stock would represent 20.0% of the Company’s issued and outstanding stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 25, 2021; thus, these 750,000 Founder Stock were no longer subject to forfeiture.STATEMENTS

~~The~~Recent ~~Initial~~Accounting Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Stock until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination 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 common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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, the Founder Stock will be released from the lockup.Pronouncements

11The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statement.

~~VELOCITY~~Note ~~ACQUISITION~~3 ~~CORP.~~- Initial Public Offering

~~NOTES~~On TOFebruary ~~UNAUDITED~~25, ~~CONDENSED~~2021, ~~CONSOLIDATED~~the ~~FINANCIAL~~Company consummated ~~STATEMENTS~~its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions.

~~Private~~Each ~~Placement~~Unit ~~Warrants~~consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole 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 8).

~~Simultaneously~~Note ~~with the closing of the Initial Public Offering, the Company consummated the Private Placement of~~ 4~~,400,000~~ ~~Private~~- ~~Placement~~Related ~~Warrants~~Party ~~at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.6 million.~~Transactions

~~Each~~Founder whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.Stock

~~The~~On November 16, 2020, the Sponsor ~~and~~purchased 5,750,000 stock of the Company’s ~~officers~~Class B common stock, par value $0.0001 per share (the “Founder Stock”), for an aggregate price ~~and~~of ~~directors~~$25,000. The Initial Stockholders agreed to forfeit up to 750,000 ~~subject~~Founder Stock to ~~limited~~the ~~exceptions,~~extent that the over-allotment option was not exercised toin ~~transfer~~full by the underwriters, ~~assign~~so orthat ~~sell~~the ~~any~~Founder Stock would represent 20.0% of ~~their~~the ~~Private~~Company’s ~~Placement~~issued ~~Warrants~~and ~~until~~outstanding 30stock ~~days~~ after the ~~completion~~Initial ofPublic ~~the~~Offering. ~~initial~~The ~~Business~~underwriter ~~Combination~~exercised its over-allotment option in full on February 25, 2021; thus, these 750,000 Founder Stock were no longer subject to forfeiture.

~~Related~~The ~~Party~~Initial ~~Loans~~Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Stock until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination 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 common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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, the Founder Stock will be released from the lockup.

OnPrivate ~~November~~Placement 16, 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 (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $91,000 under the Note and repaid a portion of the Note, leaving a note balance of approximately $187 as of February 25, 2021. On February 26, 2021, the Company repaid the remaining loan portion in full.Warrants

InSimultaneously ~~addition, in order to finance transaction costs in connection~~ with ~~a Business Combination,~~ the ~~Sponsor~~closing ~~or an affiliate~~ of the ~~Sponsor, or certain of the Company’s officers~~Initial ~~and~~Public ~~directors may~~Offering, ~~but are not obligated to, loan~~ the Company ~~funds~~consummated ~~as may be required (“Working Capital Loans”). If~~ the ~~Company~~ ~~completes~~Private aPlacement ~~Business Combination, the Company would repay the Working Capital Loans out~~ of ~~the proceeds of the Trust Account released to the Company. Otherwise~~4, ~~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~~400,000 ~~the~~Private ~~Company~~Placement ~~may~~Warrants 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at ~~the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at~~ a price of $1.50 per ~~warrant.~~Private Placement ~~The~~Warrant ~~warrants would be identical~~ to the ~~Private~~Sponsor, ~~Placement~~generating ~~Warrants.~~gross Asproceeds of ~~September~~$6.6 ~~30, 2021, and December 31, 2020, the Company had no borrowings under the Working Capital Loans~~million.

~~Administrative~~Each ~~Services~~whole ~~Agreement~~Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

~~Commencing~~The onSponsor ~~the effective date of the prospectus through the earlier of consummation of the initial Business Combination~~ and the Company’s ~~liquidation,~~officers ~~the Company agreed to pay~~and ~~the~~directors ~~Sponsor a total of $15~~agreed,~~000~~ ~~per~~subject ~~month~~to ~~for~~limited ~~office space~~exceptions, ~~secretarial~~not ~~and administrative services provided~~ to ~~members of the Company’s management team. The Company incurred $45~~transfer,~~000~~ ~~and~~assign ~~$105,000~~or ~~for~~sell ~~such~~any ~~services~~of ~~for~~their ~~the~~Private ~~three-~~Placement ~~and~~Warrants ~~Nine-month~~until ~~periods ended September~~ 30, days ~~2021.~~after Asthe completion of ~~September 30, 2021, there was no outstanding balance in accounts payable - related party in~~ the ~~accompanying~~initial ~~unaudited~~Business ~~condensed consolidated balance sheets~~Combination.

The Company’s officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.12

~~Note~~VELOCITY 5ACQUISITION ~~- Commitments and Contingencies~~CORP.

~~Registration~~NOTES ~~Rights~~TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~Related ~~holders~~Party ~~of Founder Stock, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital~~ Loans, if any, (and any stock of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

12On November 16, 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 (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $91,000 under the Note and repaid a portion of the Note, leaving a note balance of approximately $187 as of February 25, 2021. On February 26, 2021, the Company repaid the remaining loan portion in full. Subsequent to the completion of the Initial Public Offering, the facility is no longer available to the Company.

~~VELOCITY~~In ~~ACQUISITION~~addition, ~~CORP~~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 ~~NOTES~~completes TOa ~~UNAUDITED~~Business ~~CONDENSED~~Combination, ~~CONSOLIDATED~~the ~~FINANCIAL~~Company ~~STATEMENTS~~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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

~~Underwriting~~Administrative Services Agreement

~~The~~Commencing ~~Company~~on ~~granted~~ the ~~underwriters~~effective adate ~~45-day option~~of ~~from~~the prospectus through the ~~date~~earlier of ~~Initial~~consummation ~~Public~~of ~~Offering~~the toinitial ~~purchase~~Business upCombination and the Company’s liquidation, the Company agreed to 3pay the Sponsor a total of $15,000 per month for office space,~~000~~ ~~additional~~secretarial ~~Units~~and administrative services provided to ~~cover~~members ~~over-allotments~~of the Company’s management team. The Company incurred $45,000 ifand ~~any~~$15,000 atfor such services for the ~~Initial~~ ~~Public~~three ~~Offering~~months ~~price~~ended ~~less~~March ~~the~~31, ~~underwriting~~2022 ~~discounts~~and 2021, respectively. As of March 31, 2022 and ~~commissions~~December 31, 2021, there was no outstanding balance for such services. ~~The~~As ~~underwriter~~of ~~exercised~~March ~~its~~31, ~~over-allotment~~2022, ~~option~~$15,000 inwas prepaid ~~full~~and is included in prepaid expenses on ~~February~~the ~~25,~~accompanying ~~2021~~condensed consolidated balance sheets.

The ~~underwriters~~Company’s ~~were~~officers ~~entitled~~or todirectors ~~an underwriting~~will ~~discount~~be reimbursed for any out-of-pocket ~~$0.20~~expenses ~~per~~incurred ~~Unit,~~in orconnection ~~$4.6~~with ~~million~~activities inon the ~~aggregate,~~Company’s ~~paid~~behalf ~~upon~~such ~~the~~as ~~closing~~identifying potential oftarget ~~the~~businesses ~~Initial~~and ~~Public~~performing ~~Offering~~due diligence on suitable Business Combinations. InThe ~~addition,~~Company’s ~~the~~audit ~~underwriters were~~committee ~~entitled~~will toreview on a ~~deferred~~quarterly ~~fee~~basis ofall ~~$0.35~~payments ~~per~~that ~~Unit~~were made to the Sponsor, ~~approximately~~officers ~~$8.1~~or ~~million~~directors, inor the ~~aggregate.~~Company’s ~~The~~or ~~deferred~~their ~~fee~~affiliates. ~~will~~Any such ~~become~~payments ~~payable~~prior to ~~the~~ ~~underwriters~~an ~~from~~initial ~~the~~Business ~~amounts~~Combination will be made using funds held inoutside the Trust Account. ~~solely~~Other inthan ~~the~~quarterly ~~event~~audit committee ~~that~~review of such payments, the Company ~~completes~~does anot ~~Business~~expect ~~Combination,~~to ~~subject~~have any additional controls in place governing the reimbursement payments to the ~~terms~~Company’s directors and officers for their out-of-pocket ~~the~~expenses ~~underwriting~~incurred ~~agreement~~in connection with identifying and consummating an initial Business Combination.

~~Business~~Note ~~Combination~~5 ~~Agreement~~- Commitments and Contingencies

OnRegistration July 20, 2021, the Company entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with VBLG Merger Sub, LLC, a wholly-owned subsidiary of Velocity (“Company Merger Sub”), VBLG Blocker Merger Sub, LLC, a wholly-owned subsidiary of Velocity (“Blocker Merger Sub”), BBQ Holding, LLC (“BBQ”), BVP BBQ Blocker, LP (“Blocker”) and BVP BBQ General Partner, LLC, the general partner of Blocker and the representative of the equityholders of BBQ and Blocker (“BVP GP”), relating to the contemplated Business Combination between the Company and BBQ (the “Proposed Business Combination”). The Business Combination Agreement was mutually terminated by the parties thereto on November 9, 2021 (see Note 10).Rights

~~Risks~~The holders of Founder Stock, Private Placement Warrants and ~~Uncertainties~~warrants that may be issued upon conversion of Working Capital Loans, if any, (and any stock of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Management~~Underwriting 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 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 consolidated financial statements. The condensed consolidated financial statement does not include any adjustments that might result from the outcome of this uncertainty.Agreement

~~Note~~The 6Company –granted ~~Common~~the underwriters a 45-day ~~Stock~~option ~~Subject~~from the date of Initial Public Offering to ~~Possible~~purchase ~~Redemption~~up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 25, 2021.

The Company’s Class A common stock features 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 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 23,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheet. There were no Class A shares outstanding as of December 31, 2020.13

~~The~~VELOCITY ~~Class~~ACQUISITION ~~A common stock subject to possible redemption reflected on the unaudited condensed consolidated balance sheet is reconciled on the following table:~~CORP.

Gross Proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(11,193,330	)
Class A common stock issuance costs		(12,543,085	)
Plus:
Accretion of carrying value to redemption value		23,736,415
Class A common stock subject to possible redemption	$	230,000,000

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Note~~The 7-underwriters ~~Stockholders’~~were ~~Equity~~entitled ~~(Deficit)~~to an underwriting discount of $0.20 per Unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, approximately $8.1 million in the aggregate. 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.

~~Preferred~~Risks ~~Stock - The Company is authorized to issue 1,000,000 stock 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, and December 31, 2020, there were no shares of preferred stock issued or outstanding.Uncertainties

~~Class~~Management Acontinues ~~Common~~to ~~Stock~~evaluate -the ~~The~~impact ~~Company~~of isthe ~~authorized~~COVID-19 topandemic ~~issue~~on ~~380,000,000~~the ~~shares~~industry ofand ~~Class~~has Aconcluded ~~common~~that ~~stock~~while ~~with~~it ais ~~par~~reasonably ~~value~~possible ofthat ~~$0.0001~~the ~~per~~virus ~~share.~~could Ashave ofa ~~September~~negative ~~30,~~effect on ~~2021,~~the ~~there were~~Company’s 23financial position,~~000,000~~ ~~shares~~results of ~~Class~~its Aoperations, ~~common~~and/or ~~stock~~search ~~issued~~for ~~and~~a ~~outstanding~~target company, ~~all~~the ~~subject~~specific toimpact ~~possible~~is ~~redemption~~not ~~and~~readily determinable ~~therefore, classified~~ as ~~temporary~~ ~~equity~~of on the ~~accompanying~~date of these condensed consolidated ~~balance~~financial ~~sheets~~statements. ~~See~~The ~~Note~~consolidated 6.financial Asstatement ofdoes ~~December~~not ~~31,~~include any ~~2020,~~adjustments ~~there~~that ~~was~~might noresult ~~Class~~from ~~A common~~the ~~stock~~outcome ~~outstanding~~of this uncertainty.

~~Class~~In BFebruary ~~Common~~2022, ~~Stock~~the -Russian ~~The~~Federation ~~Company~~and Belarus iscommenced ~~authorized~~a tomilitary ~~issue~~action 20with the country of Ukraine. As a result of this action,~~000~~ various nations,~~000~~ ~~shares~~including ofthe ~~Class~~United BStates, ~~common~~have instituted ~~stock~~economic ~~with~~sanctions aagainst ~~par~~the ~~value~~Russian ofFederation $0and Belarus.~~0001~~ ~~per~~Further, ~~share.~~the ~~There~~impact ~~were~~of ~~5,750,000~~this ~~Class~~action Band ~~common~~related sanctions on ~~stock~~the ~~outstanding~~world economy are not determinable as of ~~September~~the 30date of these condensed consolidated financial statements and the specific impact on the Company’s financial condition, ~~2021~~results of operations, and ~~December~~cash ~~31,~~flows ~~2020~~is also not determinable as of the date of these condensed consolidated financial statements.

~~Only~~Note ~~holders~~6 of– ~~the~~Common ~~Class~~Stock BSubject ~~common stock will have the right~~ to ~~vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of~~Possible ~~Class B common stock will vote together as a single class on all other matters submitted to a vote of the stockholders except as required by law.~~Redemption

13The Company’s Class A common stock features 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 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 23,000,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets.

~~VELOCITY~~The ~~ACQUISITION~~Class A common stock subject to possible redemption ~~CORP. NOTES~~reflected TOon ~~UNAUDITED~~the ~~CONDENSED~~consolidated ~~CONSOLIDATED~~balance ~~FINANCIAL~~sheets ~~STATEMENTS~~is reconciled on the following table:

The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation 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 stock of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of stock of Class A common stock issuable upon conversion of all Founder Stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of stock of Class A common stock outstanding after such conversion (after giving effect to any redemptions of stock of Class A common stock by Public Stockholders), including the total number of stock of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business Combination, excluding any stock of Class A common stock or equity-linked securities or rights exercisable for or convertible into stock of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, executive officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Stock will never occur on a less than one-for-one basis.

Gross Proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(11,193,330	)
Class A common stock issuance costs		(12,543,085	)
Plus:
Accretion of carrying value to redemption value		23,736,415
Class A common stock subject to possible redemption	$	230,000,000

Note 87 - ~~Derivative~~Stockholders’ ~~Warrant~~Equity ~~Liabilities~~(Deficit)

AsPreferred ofStock ~~September~~- ~~30,~~The ~~2021,~~Company ~~there were 7,666,666~~is ~~public~~authorized ~~warrants~~to ~~and~~issue 41,~~400~~000,000 ~~private~~stock ~~warrants outstanding. There were no warrants issued and outstanding as~~ of ~~December~~preferred 31stock, ~~2020.~~par ~~Public Warrants~~value ~~may only be exercised for a whole number of stock~~$0.0001 Noper ~~fractional~~share, ~~Public~~with ~~Warrants~~such ~~will~~designations, bevoting ~~issued upon separation of the Units~~ and ~~only~~other ~~whole~~rights ~~Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion~~and ofpreferences aas ~~Business~~may ~~Combination~~be ordetermined ~~(b) 12 months~~ from ~~the~~time ~~closing~~to oftime ~~the~~by ~~Initial Public Offering; provided in each case that~~ the Company’s ~~has an~~board ~~effective registration statement under the Securities Act covering the stock~~ 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)directors. ~~The~~As ~~Company agreed that as soon as practicable, but in no event later than 15 business days after the closing~~ of ~~the~~March ~~initial Business Combination~~31, it2022 ~~will use its commercially reasonable efforts to file with the SEC~~ and ~~have~~December an effective registration statement covering the stock of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those stock of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the stock of 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 Combination31, ~~warrant holders may~~2021, ~~until~~ ~~such time as~~ there iswere anno ~~effective~~shares 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~~preferred ~~Securities~~stock ~~Act~~issued or ~~another~~ ~~exemption~~outstanding.

~~The~~Class ~~warrants~~A ~~have~~Common anStock ~~exercise~~- ~~price~~The ~~of $11.50~~Company ~~per~~is ~~share,~~authorized ~~subject~~ to ~~adjustments,~~issue ~~and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition~~380,000,000 ifshares ~~(x) the Company issues additional stock~~ of Class A common stock ~~or equity-linked securities for capital raising purposes in connection~~ with ~~the~~a ~~closing~~par ofvalue ~~the initial Business Combination at an issue price or effective issue price~~ of ~~less than~~ $90.200001 per share. ofAs ~~Class A common stock (with such issue price or effective issue price to be determined in good faith by the board~~ of ~~directors~~March ~~and~~31, in2022 ~~the~~and ~~case of any such issuance to the initial stockholders or their affiliates, without taking into account any founder~~December ~~stock held by the initial stockholders or such affiliates~~31, ~~as applicable~~2021, ~~prior~~there towere ~~such issuance) (the “Newly Issued Price”)~~23, ~~(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds~~000,000 ~~and~~shares ~~interest thereon, available for the funding~~ of ~~the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the~~ Class A common stock ~~during~~issued ~~the~~and ~~20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price~~outstanding, ~~the~~all ~~“Market~~subject ~~Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (~~to ~~the~~possible ~~nearest~~redemption ~~cent) to be equal to 115% of the higher of the Market Value~~ and ~~the Newly Issued Price~~therefore, ~~the $18.00 per share redemption trigger price described under “Redemption of warrants when the~~ ~~price~~classified ~~per~~as ~~share~~temporary ofequity ~~Class~~on ~~A common stock equals or exceeds $18.00” will be adjusted (to~~ the ~~nearest~~accompanying ~~cent)~~consolidated tobalance besheets equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (tosee ~~the~~Note ~~nearest cent~~6) ~~to be equal to the higher~~.

~~The~~Class ~~Private~~B ~~Placement~~Common ~~Warrants~~Stock ~~are~~- ~~identical~~The toCompany ~~the~~is ~~Public~~authorized ~~Warrants,~~to ~~except~~issue ~~that~~20,000,000 ~~the~~shares ~~Private Placement Warrants and the stock~~ of Class AB common stock ~~issuable~~with ~~upon~~a ~~exercise~~par value of ~~the~~$0.0001 ~~Private Placement~~per ~~Warrants~~share. ~~will~~There ~~not~~were ~~be transferable~~5,750,000 ~~assignable~~Class orB ~~salable until 30 days after the completion of a Business Combination, subject~~common tostock ~~certain~~outstanding ~~limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long~~ as ~~they~~of ~~are~~March ~~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~~31, ~~the~~ ~~Private~~2022 ~~Placement Warrants will be redeemable by the Company~~ and ~~exercisable~~December by31, ~~such holders on the same basis as the Public Warrants~~2021.

VELOCITY ACQUISITION CORP. ~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Redemption~~NOTES ofTO ~~warrants~~UNAUDITED ~~when~~CONDENSED ~~the~~CONSOLIDATED ~~price per share~~FINANCIAL ~~of Class A common stock equals or exceeds $18.00:~~STATEMENTS

~~Once~~Only holders of the ~~warrants~~Class ~~become~~B ~~exercisable,~~common stock will have the ~~Company~~right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of ~~may~~Class ~~redeem~~B common stock will vote together as a single class on all other matters submitted to a vote of the ~~outstanding~~stockholders ~~warrants~~except ~~for~~as ~~cash:~~required by law.

●The inClass ~~whole~~B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and ~~not~~the like, and subject to further adjustment as provided herein. In the case that additional stock of Class A common stock or equity-linked securities are issued or deemed issued in ~~part;~~connection with the initial Business Combination, the number of stock of Class A common stock issuable upon conversion of all Founder Stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of stock of Class A common stock outstanding after such conversion (after giving effect to any redemptions of stock of Class A common stock by Public Stockholders), including the total number of stock of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity- linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business Combination, excluding any stock of Class A common stock or equity-linked securities or rights exercisable for or convertible into stock of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, executive officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Stock will never occur on a less than one-for-one basis.

●Note at8 a- ~~price~~Derivative ofWarrant ~~$0.01 per warrant;~~Liabilities

●As ~~upon~~of March 31, 2022 and December 31, 2021, there were 7,666,666 public warrants and 4,400,000 private warrants outstanding. Public Warrants may only be exercised for a ~~minimum~~whole number of stocks. No 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’ ~~prior~~after ~~written~~the ~~notice~~completion of ~~redemption~~a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the stock 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, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the stock of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those stock of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the stock of 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.

●The ifwarrants have an exercise price of $11.50 per share, ~~and~~subject ~~only~~to ifadjustments, and will expire five years after the ~~last~~completion ~~reported~~of ~~sale~~a ~~price~~Business Combination or earlier upon redemption or liquidation. In addition, if (x) the ~~“closing~~Company ~~price”)~~issues additional stock of Class A common stock ~~equals~~or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or ~~exceeds~~effective issue price of less than $189.0020 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any founder stock held by the initial stockholders or such affiliates, as ~~adjusted~~applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for ~~any~~the 20funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading ~~days~~price ~~within~~of athe ~~30-~~Class A common stock during the 20 trading day period ~~ending~~starting on the ~~third~~ trading day ~~prior~~after to the ~~date~~day on which the Company ~~sends~~consummates its initial Business Combination (such price, the ~~notice~~“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, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the ~~warrant~~nearest ~~holders~~cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher.

The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the stock of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those stock of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising holder to pay the exercise price for each warrant being exercised.15

~~Redemption~~VELOCITY ofACQUISITION ~~warrants when the price per share of Class A common stock equals or exceeds $10~~CORP.~~00:~~

~~Once~~NOTES ~~the~~TO ~~warrants~~UNAUDITED ~~become~~CONDENSED ~~exercisable,~~CONSOLIDATED ~~the Company~~FINANCIAL ~~may redeem the outstanding warrants:~~STATEMENTS

●The inPrivate ~~whole~~Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the stock of Class A common stock issuable upon exercise of the Private Placement Warrants will not inbe ~~part;~~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 ~~at $0.10 per warrant upon a minimum~~ of ~~30 days’ prior written notice of redemption, provided that holders will be able to exercise their~~ warrants, ~~but~~when ~~only on a cashless basis, prior to redemption and receive that number of stock determined by reference to an agreed table based on~~ the ~~redemption~~price ~~date~~per ~~and the “fair market value”~~ share of Class A common stock equals or exceeds $18.00:

●Once ~~if,~~the ~~and~~warrants ~~only~~become ifexercisable, the ~~closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the~~ Company may ~~sends~~redeem the ~~notice~~outstanding ofwarrants ~~redemption~~for ~~to the warrant holders; and~~cash:

● ifin ~~the~~whole ~~closing~~and ~~price~~not ofin Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.part;

~~The~~● ~~“fair~~at ~~market~~a ~~value” of Class A common stock for the above purpose shall mean the volume-weighted average~~ price of Class A common stock during the ten trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than $0.~~361~~01 ~~stock of Class A common stock~~ per warrant ~~(subject to adjustment).~~;

In● noupon ~~event will the Company be required to net cash settle any warrant. If the Company is unable to complete~~ a ~~Business~~minimum ~~Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders~~ of ~~warrants~~30 ~~will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company~~days’s ~~assets~~prior ~~held~~written ~~outside~~notice of ~~the~~redemption; ~~Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.~~and

~~Note~~● 9if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading ~~Fair~~day ~~Value~~period ~~Measurements~~ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The ~~following~~Company ~~table~~will ~~presents~~not ~~information~~redeem ~~about~~ the ~~Company’s~~warrants ~~financial~~as ~~assets~~described above ~~and~~unless ~~liabilities~~an ~~that~~effective ~~are~~registration ~~measured~~statement atunder ~~fair~~the ~~value~~Securities onAct acovering ~~recurring~~the ~~basis~~stock as of ~~September~~Class ~~30,~~A ~~2021,~~common ~~and~~stock issuable upon exercise ~~indicates~~of the ~~fair~~warrants ~~value~~is ~~hierarchy~~effective and a current prospectus relating to those stock of Class A common stock is available throughout the ~~valuation~~30-day redemption ~~techniques~~period. ~~that~~Any such exercise would not be on a “cashless” basis and would require the ~~Company~~exercising ~~utilized~~holder to ~~determine~~pay ~~such~~the exercise ~~fair~~price ~~value~~for each warrant being exercised.

	Fair Value Measured as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	230,022,926	$	-	$	-	$	230,022,926
Liabilities:
Derivative warrant liabilities - Public warrants	$	5,366,670	$	-	$	-	$	5,366,670
Derivative warrant liabilities - Private warrants	$	-	$	-	$	3,168,000	$	3,168,000

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

AsOnce ofthe ~~December~~warrants ~~31,~~become ~~2020~~exercisable, ~~there~~the ~~were no assets~~Company ormay ~~liabilities~~redeem ~~that~~the ~~were~~outstanding ~~measured at fair value on a recurring basis.~~warrants:

15● in whole and not in part;

~~VELOCITY~~● ~~ACQUISITION CORP~~at $0. ~~NOTES~~10 TOper ~~UNAUDITED~~warrant ~~CONDENSED~~upon ~~CONSOLIDATED~~a ~~FINANCIAL~~minimum ~~STATEMENTS~~of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock:

~~Transfers~~● ~~to/from Levels 1~~if, 2, and 3only ~~are~~if, ~~recognized in~~ the ~~beginning~~closing price of ~~the~~Class ~~reporting~~A ~~period.~~common ~~The~~stock ~~estimated~~equals ~~fair~~or ~~value~~exceeds of$10.00 ~~Public~~per ~~Warrants~~share ~~was~~(as ~~transferred~~adjusted) ~~from~~for aany ~~Level~~20 3trading ~~fair~~days ~~value~~within ~~measurement to a Level 1 measurement, when~~ the ~~Public~~30-trading ~~Warrants~~day ~~were~~period ~~separately~~ending ~~listed~~three ~~and~~trading ~~traded~~days inbefore ~~April~~the ~~2021.~~Company ~~There~~sends ~~were~~the nonotice ~~other~~of ~~transfers~~redemption to~~/from Levels~~ ~~1, 2, and 3 during~~ the ~~three~~warrant ~~and~~holders; ~~nine months ended September 30, 2021.~~and

~~Level~~● 1if ~~assets~~the ~~include~~closing ~~investments~~price inof ~~money market~~Class ~~funds~~A ~~that~~common ~~invest~~stock ~~solely~~for inany ~~U.S.~~20 ~~government~~trading ~~securities.~~days ~~The~~within a 30-trading day period ending on the third trading day prior to the date on which the Company ~~uses~~sends ~~inputs~~the ~~such~~notice asof ~~actual~~redemption ~~trade~~to ~~data,~~the ~~quoted~~warrant ~~market prices~~holders ~~from~~is ~~dealers~~less orthan ~~brokers~~$18.00 per share (as adjusted), ~~and~~the ~~other~~Private ~~similar~~Placement ~~sources~~Warrants tomust ~~determine~~also be concurrently called for redemption on the ~~fair~~same ~~value~~terms ofas ~~its~~the ~~investments~~outstanding Public Warrants, as described above.

~~For~~The ~~periods~~“fair ~~where~~market ~~no observable~~value” ~~traded~~of ~~price~~Class isA common ~~available,~~stock for the ~~fair~~above ~~value~~purpose ofshall mean the ~~Public~~volume-weighted ~~Warrants~~average ~~and~~price ~~Private~~of ~~Placement~~Class ~~Warrants~~A ~~has~~common ~~been~~stock ~~estimated~~during ~~using a~~the ~~Monte-Carlo~~ten ~~simulation~~trading todays ~~estimate~~ending on the ~~fair~~third ~~value~~trading ofday ~~the~~immediately ~~warrants~~following atthe ~~each~~date ~~reporting~~on ~~period,~~which ~~with~~the ~~changes~~notice inof ~~fair~~redemption ~~value~~is ~~recognized in~~sent to the ~~condensed~~holders ~~consolidated statements~~ of ~~operations~~warrants. ~~The~~In ~~estimated~~no ~~fair~~event will ~~value~~the ofwarrants ~~the~~be ~~Private~~exercisable ~~Placement~~in ~~Warrants,~~connection ~~and~~with ~~the~~this ~~Public Warrants~~redemption ~~prior~~feature tofor ~~being~~more ~~separately~~than ~~listed~~0.361 ~~and~~stock ~~traded,~~of ~~was~~Class ~~determined~~A ~~using~~common ~~Level~~stock 3per ~~inputs~~warrant (subject to adjustment).

~~For~~In ~~the~~no ~~three~~event ~~and~~will ~~nine~~the ~~months~~Company ~~ended~~be ~~September~~required to net ~~30,~~cash ~~2021,~~settle any warrant. If the Company ~~recognized~~is unable to complete a ~~decrease~~Business inCombination within the ~~fair~~Combination ~~value~~Period ofand ~~warrant~~the ~~liabilities~~Company ~~resulting~~liquidates the funds held in athe ~~gain~~Trust Account, holders of ~~approximately~~warrants ~~$2.1~~will ~~million and~~not ~~9.1~~receive ~~million,~~any ~~respectively~~of such funds with respect to their warrants, ~~presented~~nor aswill ~~change~~they receive inany ~~fair~~distribution ~~value~~from the Company’s assets held outside of ~~derivative~~the ~~warrant~~Trust ~~liabilities~~Account onwith the ~~accompanying~~respect ~~condensed~~to ~~consolidated~~such warrants. Accordingly, ~~statements~~the ofwarrants ~~operations~~may expire worthless.

Inherent in a Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term.16

~~The~~VELOCITY ~~following~~ACQUISITION ~~table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:~~CORP.

	As of September 30, 2021
Exercise price	$	11.50
Stock Price	$	9.86
Option term (in years)		5.25
Volatility		14.00	%
Risk-free interest rate		1.02	%

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

16Note 9 - Fair Value Measurements

~~VELOCITY~~The ~~ACQUISITION~~following table presents information about ~~CORP.~~the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December ~~NOTES~~31, TO2021 ~~UNAUDITED~~and ~~CONDENSED~~indicates ~~CONSOLIDATED~~the ~~FINANCIAL~~fair ~~STATEMENTS~~value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

The change in the fair value of the derivative warrant liabilities, classified as Level 3, for the three and nine months ended September 30, 2021 is summarized as follows:

	Fair Value Measured as of March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	229,947,967	$	-	$	-	$	229,947,967
Liabilities:
Derivative warrant liabilities - Public warrants	$	2,530,000	$	-	$	-	$	2,530,000
Derivative warrant liabilities - Private warrants	$	-	$	-	$	1,452,000	$	1,452,000

Derivative warrant liabilities at January 1, 2021 - Level 3 measurements	$	-
	Fair Value Measured as of December 31, 2021
Issuance of Public and Private Warrants - - Level 3 measurements		6,468,000
	Level 1			Level 2		Level 3		Total
Change in fair value of derivative warrant liabilities - - Level 3 measurements		(176,000	)
Assets:
Derivative warrant liabilities at March 31, 2021 - Level 3 measurements	$	6,292,000
Investments held in Trust Account	$	230,026,133		$	-	$	-	$	230,026,133
Change in fair value of derivative warrant liabilities - Level 3 measurements		(2,376,000	)
Liabilities:
Derivative warrant liabilities at June 30, 2021 - Level 3 measurements	$	3,916,000
Derivative warrant liabilities - Public warrants	$	3,910,000		$	-	$	-	$	3,910,000
Change in fair value of derivative warrant liabilities - Level 3 measurements		(748,000	)
Derivative warrant liabilities - Private warrants	$	-		$	-	$	2,288,000	$	2,288,000
Derivative warrant liabilities at September 30, 2021 - Level 3 measurements	$	3,168,000

~~Note~~Transfers 10to/from -Levels ~~Subsequent~~1, ~~Events~~2, and 3 are recognized in the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 fair value measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in April 2021. There were no transfers to/from Levels 1, 2, and 3 during the three months ended March 31, 2022 and 2021.

~~Management~~Level ~~has~~1 ~~evaluated~~assets ~~subsequent~~include ~~events~~investments ~~and~~in money market ~~transactions~~funds that ~~occurred~~invest ~~after~~solely ~~the~~in ~~balance~~U.S. ~~sheet~~government ~~date through the date the unaudited condensed consolidated financial statements were available for issuance~~securities. ~~Based~~The ~~upon~~Company ~~this~~uses ~~review,~~inputs ~~except~~such as ~~noted~~actual ~~below~~trade data, ~~the~~quoted ~~Company~~market ~~did~~prices ~~not~~from ~~identify~~dealers or ~~any~~brokers, ~~subsequent~~and ~~events~~other ~~that~~similar ~~would~~sources ~~have required~~to ~~adjustment~~determine ~~or disclosure in~~ the ~~unaudited~~fair ~~condensed~~value ~~consolidated~~of ~~financial~~its ~~statements~~investments.

OnFor ~~November~~periods 9,where ~~2021,~~no ~~the~~observable ~~Company,~~traded ~~Company~~price ~~Merger~~is ~~Sub~~available, ~~Blocker~~the ~~Merger~~fair ~~Sub,~~value ~~BBQ, Blocker and BVP GP entered into a Termination~~ of ~~Business Combination Agreement (~~the ~~“Termination Agreement”),~~Public ~~pursuant~~Warrants toand ~~which~~Private ~~the~~Placement ~~parties~~Warrants ~~agreed~~has tobeen ~~mutually~~estimated ~~terminate~~using ~~the Business Combination Agreement effective as of November 9, 2021. As~~ a ~~result~~Monte-Carlo ofsimulation ~~the~~to ~~termination of the Business Combination Agreement, the Business Combination Agreement is void and there is~~estimate ~~no liability under~~ the ~~Business~~fair ~~Combination~~value ~~Agreement~~of on the ~~part~~warrants ofat ~~any~~each ~~party~~reporting ~~thereto~~period, ~~except~~with aschanges ~~set forth~~ in ~~the~~fair ~~Business~~value ~~Combination Agreement,~~recognized ~~and each of the transaction agreements entered into~~ in ~~connection with~~ the ~~Business~~consolidated ~~Combination~~statements ~~Agreement,~~of ~~including, but~~operations. ~~not~~The ~~limited~~estimated ~~to,~~fair ~~the~~value ~~Sponsor Agreement, dated as~~ of ~~July 20, 2021, by and among~~ the ~~Sponsor,~~Private ~~BBQ~~Placement ~~and certain of Sponsor’s equityholders~~Warrants, ~~will~~ ~~automatically either be terminated in accordance with their terms or be of no further force~~ and ~~effect. Pursuant to~~ the ~~Termination Agreement,~~Public ~~subject~~Warrants toprior ~~certain exceptions, the parties~~ to ~~the~~being ~~Termination~~separately ~~Agreement~~listed ~~have also agreed, on behalf of themselves~~ and ~~their respective related parties~~traded, towas ~~a release of claims relating to the Proposed Business Combination. The Company intends to continue to~~determined ~~pursue~~using aLevel ~~Business~~3 ~~Combination~~inputs.

17For three months ended March 31, 2022 and 2021, the Company recognized a decrease in the fair value of warrant liabilities resulting in a gain of approximately $2.2 million and $483,000, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying condensed consolidated statements of operations.

VELOCITY ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

	As of March 31, 2022			As of December 31, 2021
Exercise price	$	11.50		$	11.50
Stock Price	$	9.75		$	9.73
Option term (in years)		5.50			5.50
Volatility		5.10	%		12.00	%
Risk-free interest rate		2.42	%		1.31	%

The changes in the fair value of the derivative warrant liabilities, classified as Level 3, for the three months ended March 31, 2022 and 2021 are summarized as follows:

Three months ended March 31, 2022:

Derivative warrant liabilities at December 31, 2021 - Level 3 measurements	$	2,288,000
Change in fair value of Private Warrants		(836,000	)
Derivative warrant liabilities at March 31, 2022 - Level 3 measurements		1,452,000

Three months ended March 31, 2021:

Derivative warrant liabilities at January 1, 2021 - Level 3 measurements	$	-
Issuance of Public and Private Warrants		17,661,330
Change in fair value of Public and Private Warrants		(482,667	)
Derivative warrant liabilities at March 31, 2021 - Level 3 measurements	$	17,178,663

Note 10 - Subsequent Events

Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

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

References to the “Company,” “Velocity Acquisition Corp.,” “Velocity Acquisition,” “our,” “us” or “we” refer to Velocity Acquisition Corp. 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 consolidated 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.

Cautionary Note Regarding Forward-Looking Statements

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.

Overview

We are a blank check company incorporated in Delaware on September 24, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is Velocity Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on February 22, 2021. On February 25, 2021, we consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Stock”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 4,400,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.6 million.

Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($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 ~~will~~was be invested only in U.S. government treasury bills with a maturity of 185 days or or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by us, until the earlier of: (i) the completion of a Business Combination and (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 the 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 net assets held in the Trust Account (excluding deferred underwriting fees 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 will only complete a Business Combination if the post-business combination 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.

1819

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 25, 2023 (the “Combination Period”), we 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 Stock, 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 its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~Proposed~~Terminated Business Combination Agreement

On July 20, 2021, we entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with VBLG Merger Sub, LLC, a wholly-owned subsidiary of Velocity (“Company Merger Sub”), VBLG Blocker Merger Sub, LLC, a wholly-owned subsidiary of Velocity (“Blocker Merger Sub”), BBQ Holding, LLC (“BBQ”), BVP BBQ Blocker, LP (“Blocker”) and BVP BBQ General Partner, LLC, the general partner of Blocker and the representative of the ~~equityholders~~equity holders of BBQ and Blocker (“BVP GP”), relating to the contemplated Business Combination between the Company and BBQ (the “Proposed Business Combination”).

~~Subsequent~~On ~~to the period covered by this Quarterly Report, on~~ November 9, 2021, we entered into a Termination of Business Combination Agreement (the “Termination Agreement”) with Company Merger Sub, Blocker Merger Sub, BBQ, Blocker and BVP GP, pursuant to which the parties agreed to mutually terminate the Business Combination Agreement effective as of November 9, 2021. Pursuant to the Termination Agreement, BBQ has agreed to pay the Company $1,393,750. As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement, and each of the transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to, the Sponsor Agreement, dated as of July 20, 2021, by and among the Sponsor, BBQ and certain of Sponsor’s ~~equityholders~~equity holders, will automatically either be terminated in accordance with their terms or be of no further force and effect. Pursuant to the Termination Agreement, subject to certain exceptions, the parties to the Termination Agreement have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Proposed Business Combination. We intend to continue to pursue a Business Combination.

Liquidity and Going Concern

As of ~~September~~March 3031, ~~2021~~2022, we had approximately $~~468~~725,000 in ~~its~~our operating bank account, and working capital deficit of approximately $~~978~~134,000.

Our liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Stock (as defined in Note 4), and loan proceeds from the Sponsor of approximately $91,000 under the Note (Note 4). We repaid a portion of the Note, leaving a note balance of approximately $187 as of February 25, 2021. On February 26, 2021, we repaid the remaining loan portion in full. Subsequent from the consummation of the Initial Public Offering, ~~our~~the Company’s liquidity has been satisfied through the net proceeds from the ~~consummation~~ consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance ~~transaction~~ transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and ~~directors~~ directors may, but are not obligated to, provide us loans in order to finance transaction costs in connection with a Business Combination (“Working Capital Loans”). As of ~~September~~March 3031, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

19Based on the foregoing, we believe that we will have borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, in connection with our assessment of going concern considerations in accordance with FASB’s ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” we have determined that if the Company is unable to complete a Business Combination by February 25, 2023, the liquidity condition, mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after February 25, 2023. The condensed consolidated financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

We will need to raise additional capital through loans or additional investments from our Sponsor, an affiliate of our Sponsor, or our officers or directors. Our officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about our ability to continue as a going concern through the Combination Period, which is the date we are required to cease all operations except for the purpose of winding up if we have not completed a business combination. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.20

Our management team continues to evaluate the impact of the COVID-19 pandemic, and the emergence of new variant strains of COVID-19, 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 condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

Our entire activity since inception up to ~~September~~March 3031, ~~2021,~~2022 was in preparation for our formation, ~~and~~ the Initial Public Offering, and, ~~following~~since the closing of our Initial Public Offering, ~~our~~a search for ~~our~~business ~~initial~~combination ~~Business Combination~~candidates. We will not begenerate ~~generating~~ any operating revenues until the closing and completion of our initial ~~Business~~ Business Combination.

For the three months ended ~~September~~March 3031, ~~2021~~2022, we we had net income of approximately $01.62 million, which consisted of approximately $2.12 million gain from change in fair value of derivative warrant liabilities, ~~and~~partially offset by approximately $3881,000 onin ~~interest~~general ~~income~~and ~~from~~administrative ~~investments~~expenses, ~~held~~approximately ~~in Trust Account~~$78,000 ~~partially~~on ~~offset by approximately~~loss ~~$1.4~~from ~~million~~investments ~~general~~held ~~and~~in ~~administrative~~Trust ~~expenses~~Account, approximately $45,000 in general and administrative expenses for costs incurred with our Sponsor , and approximately $5049,000 for franchise tax expense.

For the ~~nine~~three months ended ~~September~~March 3031, 2021, we we had net ~~income~~loss of approximately $~~6.0 million~~395,000, which consisted of approximately $~~9.1 million gain from change in fair value of derivative warrant liabilities~~171, ~~approximately $23,~~000 ~~on interest income from investments held~~ in ~~Trust Account, partially offset by approximately $2.2 million~~ general and administrative expenses, approximately $~~105~~15,000 in general and administrative expenses for costs incurred with our Sponsor, approximately $~~149~~49,000 of franchise tax expense, and approximately $657,000 inof financing ~~cost~~costs -– derivative warrant liabilities, which was partially offset by an approximately $483,000 gain from change in fair value of warrant liabilities and approximately $15,000 gain on investment (net), dividends and interest held in Trust Account.

Contractual Obligations

Administrative Support Agreement

Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and our liquidation, we agreed to pay the Sponsor a total of $15,000 per month for office space, secretarial and administrative services provided to members of our management team. We incurred ~~approximately~~ $45,000 and $~~105~~15,000 infor ~~general~~such ~~and~~services ~~administrative~~for ~~expenses~~the inthree ~~the~~months ~~accompanying~~ended ~~unaudited~~March ~~condensed~~31, ~~consolidated~~2022 ~~statements~~and 2021, respectively. As of ~~operations for~~March ~~the~~31, ~~three~~2022 and ~~nine~~December ~~months~~31, ~~ended~~2021, there ~~September~~was 30no outstanding balance for such services. As of March 31, ~~2021~~2022, ~~respectively~~$15,000 was prepaid and is included in prepaid expenses on the accompanying condensed consolidated balance sheets.

Our officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing the reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.

Registration Rights

The holders of Founder Stock, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any stock of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 25, 2021.

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, approximately $8.1 million in the aggregate. 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.

Critical Accounting Policies

Class A Common Stock Subject to Possible Redemption

We account for our 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 our control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, atas ~~September~~of 30March 31, ~~2021~~2022 and December 31, ~~2020~~2021, 23,000,000 ~~and 0~~ shares of Class A common stock subject to possible redemption are presented at at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s ~~condensed~~ consolidated balance ~~sheet~~sheets.

~~Effective~~The ~~with~~Company recognizes changes in redemption value immediately as they occur and adjusts the ~~closing~~carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net Income (Loss) Per Share of Common Stock

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock and Class B 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) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 12,066,666 shares of common stock since their exercise is contingent upon future events ~~and 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, 2021.~~ Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our 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 ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

Our accounts for the warrants issued in connection with its Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the unaudited condensed consolidated statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. 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.

Recent Accounting Pronouncements

InManagement ~~August~~does ~~2020,~~not ~~the~~believe ~~FASB~~that ~~issued~~any ~~ASU No. 2020-06,~~recently ~~Debt-Debt~~issued, ~~with~~but ~~Conversion~~not ~~and~~yet 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 (“ASU 2020-06”)effective, ~~which simplifies~~ accounting ~~for~~standards ~~convertible~~if ~~instruments~~currently byadopted ~~removing~~would ~~major~~have ~~separation~~a ~~models~~material ~~required~~effect under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on ~~January 1, 2021. Adoption of~~ the ~~ASU~~accompanying ~~did~~condensed ~~not impact our financial~~consolidated ~~position,~~financial ~~results of operations or cash flows~~statements.

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 consolidated financial statements.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, 2022 and December 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The Jumpstart Our Business Startups 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 condensed consolidated 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act and are not required to provide the information otherwise required under this item.

The net proceeds of the Initial Public Offering, including amounts in the Trust Account, will be 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 risk to which we are exposed.

Item 4. Controls and Procedures

Evaluation of ~~disclosure~~Disclosure ~~controls~~Controls and ~~procedures~~Procedures

~~Our~~Under ~~management~~the ~~evaluated,~~supervision and with the participation of our ~~current~~management, ~~chief~~including our principal executive officer and ~~chief~~principal financial officer, ~~(our~~we ~~“Certifying~~conducted ~~Officers”),~~an evaluation of the effectiveness of our disclosure controls and procedures as of ~~September~~the 30end of the quarter ended March 31, ~~2021~~2022, ~~pursuant~~as tosuch ~~Rule~~term is defined in Rules 13a-15(be) and 15d-15(e) under the Exchange Act. Based ~~upon~~on ~~that~~this evaluation, our ~~Certifying Officers~~principal ~~concluded~~executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of ~~September~~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 financial instruments was not effectively designed or maintained. This material weakness resulted in the misstatement of the Company’s balance sheet as of February 25, 2021, and its interim financial statements for the quarters ended March 31, 2021 and June 30, 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 ~~controls and other procedures that are~~ designed to ensure that information required to be disclosed by us in our ~~reports filed or submitted under the~~ Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms~~. Disclosure controls and procedures include~~, ~~without limitation, controls~~ and ~~procedures designed to ensure~~ that such information ~~required to be disclosed in company reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including our ~~chief~~principal executive officer and ~~chief~~principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in ~~internal~~Internal ~~control~~Control over ~~financial~~Financial ~~reporting~~Reporting

There ~~was~~were no ~~change~~changes in our internal control over financial reporting ~~that~~(as ~~occurred~~such ~~during~~term ~~the~~is ~~fiscal~~defined ~~quarter~~in ~~ended~~Rules ~~September~~13a-15(f) ~~30,~~and ~~2021,~~15d-15(f) ~~covered~~of bythe ~~this~~Exchange ~~Quarterly~~Act) ~~Report~~during onthe ~~Form~~most recent fiscal ~~10-Q~~quarter that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting. ~~The material weakness discussed below was remediated as of September 30, 2021.~~

~~Remediation~~Our principal executive officer and principal 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 ~~Material~~substantial ~~Weakness~~amount inof ~~Internal~~effort and resources for the remediation and improvement ~~Control~~of our internal control over ~~Financial~~financial ~~Reporting~~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.

In connection with our management’s assessment of our internal control over financial reporting as of June 30, 2021, we identified a material weakness in our internal control over financial reporting. The identified material weakness pertained to our control activities solely due to our misapplication of the accounting for our warrants as liabilities. Our control activities were not designed appropriately to ensure that our related accounting conclusions were sufficiently documented and reviewed for compliance with U.S. generally accepted accounting principles (“GAAP”). The material weakness resulted in a material misstatement of current liabilities and stockholders’ equity on our balance sheet as well as a material misstatement of our net income within our statement of operations.24

During the second quarter of 2021, our management enhanced and revised the design of our controls and procedures over our accounting for derivative liabilities. These enhancements include our implementation of additional procedures related to documentation of our management’s evaluation of the facts and circumstances supporting its judgments and conclusions surrounding our accounting for derivative liabilities as well as consultation with third-party accounting and valuation experts with relevant knowledge and experience to assist our management with its evaluation of our accounting for such items.

As a result of these enhancements, our management concluded that the material weakness was remediated as of September 30, 2021.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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~~Annual ~~prospectus filed with the SEC on February 24, 2021, and our Quarterly~~ Report on Form 10-QK ~~for~~filed with the ~~three~~SEC ~~months~~on ~~ended~~ March 31 29, ~~2021~~2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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

On November 16, 2020, our Sponsor purchased 5,750,000 founder shares for an aggregate purchase price of $25,000.

On February 25, 2021, we closed our Initial Public Offering of 23,000,000 Units, including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $230 million. Upon the closing of the Initial Public Offering and the private placement, an aggregate of $230 million was placed in the Trust Account.

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 4,400,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $6.6 million. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

InOf ~~connection~~the ~~with~~gross proceeds received from the Initial Public ~~Offering,~~ ~~our~~Offering ~~sponsor~~and ~~had~~the ~~agreed~~full toexercise ~~loan~~of usthe anoption ~~aggregate~~to ofpurchase upadditional toUnits, $~~300,000~~230 ~~pursuant~~million towas placed in the ~~Note~~Trust Account. ~~This~~The ~~loan~~net isproceeds of ~~non-interest~~the ~~bearing~~Initial Public Offering and ~~payable~~certain on proceeds from the ~~consummation~~Private ofPlacement ~~the~~are ~~Initial~~invested ~~Public~~in ~~Offering~~U.S. Asgovernment treasury bills with a maturity of ~~September~~180 ~~30,~~days ~~2021,~~or less and in money market funds meeting certain conditions under Rule 2a-7 under the ~~loan~~Investment ~~balance~~Company ~~was~~Act $0which invest only in direct U.S. government treasury obligations.

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Stock, $230,000,000 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 180 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 $5.1 million in underwriting discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer $8.1 million in underwriting discounts and commissions.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description
2.1(1)		Business Combination Agreement, dated as of July 20, 2021, by and among the Company, VBLG Merger Sub, LLC, VBLG Blocker Merger Sub, LLC, BBQ Holding, LLC, BVP BBQ Blocker, LP and BVP BBQ General Partner, LLC.
3.1(2)		Amended and Restated Certificate of Incorporation.
3.2(3)		Bylaws.
10.1(1)		Sponsor Agreement, dated as of July 20, 2021, by and among Velocity Sponsor, LLC, BBQ Holding, LLC and certain of Velocity Sponsor, LLC’s equityholders
10.2(4)		Termination Agreement, dated as of November 9, 2021, by and among Velocity Acquisition Corp., VBLG Merger Sub, LLC, VBLG Blocker Merger Sub, LLC, BBQ Holding, LLC, BVP BBQ Blocker, LP and BVP BBQ General Partner, LLC
31.1*		Certification of Chief Executive Officer (Principal Executive 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.
31.2*		Certification of Chief Financial Officer (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 (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (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 (formatted as Inline XBRL and contained in Exhibit 101).

Exhibit
Number

Description

	*	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.
31.1		Certification of Chief Executive Officer (Principal Executive 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.
	(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on July 20, 2021 and incorporated by reference herein.
31.2		Certification of Chief Financial Officer (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.
	(2)	Previously filed as an exhibit to our Current Report on Form 8-K filed on February 26, 2021 and incorporated by reference herein.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(3)	Previously filed as an exhibit to our Registration Statement on Form S-1 filed on February 12, 2021 and incorporated by reference herein.
32.2*		Certification of Chief Financial Officer (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.
	(4)	Previously filed as an exhibit to our Current Report on Form 8-K filed on November 10, 2021 and incorporated by reference herein.
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 (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.

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: November 12, 2021	VELOCITY ACQUISITION CORP.
Dated: May 13, 2022	VELOCITY ACQUISITION CORP.
	By:	/s/ Adrian Covey
	Name:	Adrian Covey
	Title:	Chief Executive Officer

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