UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT REPORT~~Current Report

Pursuant to Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): November 15, 2022

Date of Report (Date of earliest event reported): December 1, 2021

ACCELERATE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Delaware	001-40232	86-1209097
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

51 John F. Kennedy Parkway Short Hills, New Jersey		07078
(Address of principal executive offices)		(Zip Code)

51 John F. Kennedy Parkway

~~Registrant’s telephone number~~Short Hills, ~~including area~~New ~~code:~~Jersey ~~(973) 314-3060~~07078

~~Not~~(Address ~~Applicable~~of principal executive offices, including zip code)

(~~Former name or former address, if changed since last report~~973) 314-3060

~~Check~~(Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:~~code)

☐Not ~~Written~~applicable (Former ~~communications~~name ~~pursuant~~or toformer ~~Rule~~address, ~~425~~if ~~under~~changed ~~the~~since ~~Securities~~last ~~Act (17 CFR 230.425~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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	AAQC.U	New York Stock Exchange
Class A common stock included as part of the units	AAQC	New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AAQC WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 43.0201 ~~Non-Reliance~~Notice onof ~~Previously~~Delisting ~~Issued~~or ~~Financial~~Failure ~~Statements~~to orSatisfy a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

~~On December 1, 2021, the Audit Committee of the Board of Directors (the “Audit Committee”) of~~ Accelerate Acquisition Corp. (the “Company”) ~~concluded,~~is inseeking ~~consultation~~approval ~~with the Company’s management, that the Company’s audited balance sheet as~~ of ~~March 22, 2021 included in~~ the Company’s ~~Current~~stockholders ~~Report~~to onadopt ~~Form~~an ~~8-K,~~amendment ~~filed~~to ~~with~~its ~~the~~Amended ~~Securities~~ and ~~Exchange~~Restated ~~Commission~~Certificate ~~(the~~of Incorporation (“~~SEC~~Certificate of Incorporation”) onto ~~March 26,~~allow ~~2021 and~~ the Company’s ~~quarterly~~to ~~unaudited~~redeem ~~financial~~all ~~statements~~of ~~and~~its ~~related~~outstanding ~~footnotes~~public asshares of and ~~for~~liquidate ~~the~~no ~~quarterly periods ended~~later ~~March~~than ~~31,~~December ~~2021~~30, ~~June 30~~2022, ~~2021~~in ~~and~~advance ~~September~~of ~~30,~~the ~~2021,~~automatic ~~should~~termination nodate ~~longer~~in beits ~~relied~~current ~~upon.~~Certificate Inof ~~addition,~~Incorporation ~~the~~of ~~audit~~March ~~report~~22, of2023. ~~Withum included~~In in the ~~audited~~event ~~balance~~that ~~sheet~~stockholders asapprove ofthe ~~March~~proposed ~~22,~~amendment ~~2021~~to ~~included in~~ the ~~Company’s~~Certificate ~~Current~~of ~~Report~~Incorporation, onsuch ~~Form~~amendment ~~8-K~~is filed ~~with~~and the ~~SEC~~public shares onare ~~March 26~~redeemed, ~~2021~~the ~~should~~Company’s nowarrants ~~longer~~(NYSE: beAAQC ~~relied~~WS) ~~upon~~will expire worthless.

~~The~~On ~~Company~~November ~~concluded it~~15, ~~should~~2022, ~~restate~~the ~~its~~New ~~financial~~York ~~statements~~Stock ~~to classify all shares of Class A common stock issued in connection with its initial public~~Exchange ~~offering~~(the in“NYSE”) ~~temporary~~notified ~~equity.~~the ~~ASC 480~~Company, ~~paragraph~~and ~~10-S99~~publicly ~~provides~~announced, that ~~redemption~~the ~~provisions~~NYSE ~~not~~determined ~~solely~~to ~~within~~commence ~~the~~proceedings ~~control~~to ofdelist the ~~Company~~ ~~require~~Company’s ~~shares~~warrants offrom ~~common~~the ~~stock~~NYSE ~~subject~~and tothat ~~redemption~~trading toin bethe ~~classified outside of permanent equity. The~~ Company’s ~~previously~~warrants ~~determined~~would ~~the shares~~be ofsuspended ~~Class A~~immediately, ~~common~~due ~~stock subject~~ to ~~possible~~trading price ~~redemption~~levels topursuant ~~be equal~~ to ~~the~~Section ~~redemption value of $10~~802.0001D ~~per share~~ of ~~Class A common~~the ~~stock~~NYSE ~~while~~Listed ~~also~~Company ~~taking~~Manual. ~~into~~As ~~consideration~~ a ~~redemption cannot~~ result inof ~~net tangible assets being less than $5,000,001. Previously,~~ the ~~Company~~expected ~~did~~expiration ~~not consider redeemable shares~~ of ~~common stock classified as temporary equity as part of net tangible assets. Effective with~~ the ~~financial~~warrants ~~statements for the quarter ended September 30~~described above, ~~2021,~~ the Company ~~restated~~does ~~this~~not ~~interpretation~~intend to ~~include~~appeal ~~temporary equity in net tangible assets. Accordingly,~~ the ~~Company~~NYSE’s ~~will present all shares of redeemable Class A common stock as temporary equity~~determination.

The Company plans to reflect the restatement of its temporary and permanent equity (and other related changes) as of and for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 in an amendment to its Quarterly Report on Form 10Forward-~~Q for~~Looking ~~the quarterly period ended September 30, 2021, to be filed with the SEC. The Company does not expect any of these changes will have any impact on its cash position or cash held in its trust account.~~Statements

~~The~~This ~~Company’s~~Current ~~management~~Report on Form 8-K includes certain ~~has~~forward-looking ~~concluded~~statements. These forward-looking statements involve many risks and uncertainties that incould ~~light~~cause ofactual ~~the~~results ~~classification~~to ~~error~~differ materially ~~described~~from ~~above,~~those aexpressed ~~material~~or ~~weakness~~implied ~~exists~~by insuch statements, including, without limitation, the ~~Company’s~~receipt ~~internal~~of ~~control~~the requisite stockholder ~~over~~approval ~~financial~~to ~~reporting~~effect ~~and~~this ~~that~~proposed transaction. These forward-looking statements speak only as of the ~~Company’s~~date ~~disclosure~~of ~~controls~~the foregoing communication, and ~~procedures~~the ~~were~~Company ~~not~~expressly ~~effective.~~disclaims ~~The~~any ~~Company’s~~obligation ~~remediation plan~~or ~~with~~undertaking ~~respect~~to disseminate any updates or revisions to ~~such~~any ~~material~~forward-looking ~~weakness~~statement contained isherein ~~described~~to reflect any change in ~~more~~its ~~detail~~expectations with regard thereto or any change in ~~the~~events, ~~amendment~~conditions or circumstances on which any such statement is based. Please refer to the ~~Quarterly~~publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q , for risks and uncertainties related to the Company’s business which may affect the ~~quarterly~~statements ~~period~~made ~~ended~~in ~~September 30,~~this ~~2021~~communication.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.1

1SIGNATURE

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

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 16, 2022	Accelerate Acquisition Corp.

	By:	/s/ Michael Simoff
	Name:	Michael Simoff
	Title:	Chief Financial Officer

Date: December 2, 2021	ACCELERATE ACQUISITION CORP.
	By:	/s/ Michael Simoff
	Name:	Michael Simoff
	Title:	Chief Financial Officer

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