UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December ~~February 18~~13, 2022

VELOCITY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40088		85-~~3388661~~3316188
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

109 Old Branchville Road

Ridgefield, CT 06877

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (201) 956-1969

Not ~~Applicable (Former~~ ~~name or former address, if changed since last report)~~Applicable

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

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

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

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

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 and one-half of one redeemable warrant	VELOU	The Nasdaq Stock Market LLC
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, par value $0.0001 per share	VELO	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	VELO	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	VELOW	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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) 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 41.0201. ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

~~Following~~ On December 14, 2022, Velocity Acquisition Corp. (the ~~filing~~“Company”) entered ofinto an amendment (the ~~quarterly~~“Trust ~~report~~Agreement ~~for~~Amendment”) to the ~~period~~Investment ~~ended~~Management ~~September~~Trust 30Agreement, dated February 22, 2021 (the “Trust Agreement”), ~~filed~~by ~~with~~and between the ~~SEC~~Company and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (“Continental”) to change the date on ~~November~~which 12Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering from February 25, ~~2021~~2023 (the “Original ~~Filing~~Termination Date”), ~~Velocity~~to ~~Acquisition~~such ~~Corp.~~other date as shall be determined by the board of directors of the Company (the “~~Company~~Board”), and ~~having~~publicly ~~performed~~announced ~~further~~by ~~assessment~~the Company, ~~concluded~~provided that, ~~effective~~such other date shall be no sooner than the date of the effectiveness of the amendment ~~with~~to ~~its~~the ~~financial~~Certificate ~~statements~~of ~~for~~Incorporation pursuant to the ~~quarterly~~General ~~period~~Corporation ~~ended~~Law ~~September~~of the State of Delaware and no later than December 30, ~~2021~~2022 (such date, itthe ~~should~~“Early ~~restate~~Termination ~~its~~Date”). ~~prior~~The ~~filed~~foregoing ~~financial~~description ~~statements~~of the Trust Agreement Amendment is qualified toin ~~classify~~its ~~all~~entirety ~~Class~~by Athe ~~common~~full ~~stock~~text ~~subject~~of tothe ~~redemption~~Trust Agreement Amendment, which is filed as ~~temporary~~Exhibit ~~equity~~3.1 hereto and incorporated herein by reference

~~The Original~~Item Filing included a section within Note 2 to the Company’s unaudited condensed financial statements, Revision to Previously Reported Financial Statements (“Note 2”), that described a revision to the Company’s classification of its Class A common stock subject to redemption issued as part of the units sold in the Company’s initial public offering (“IPO”) on February 25, 2021. As described in Note 2, upon its IPO, the Company classified a portion of the Class A common stock as permanent equity to maintain net tangible assets greater than $5~~,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001~~.03 ~~Previously,~~Amendments ~~the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation~~ to ~~include~~Articles temporary equity in net tangible assets. The Company’s management re-evaluated the conclusion and determined that the Class A common stock subject to redemption included certain provisions that require classification of ~~the~~Incorporation ~~Class~~or ~~A common stock as temporary equity~~Bylaws. As a result, management corrected the error by restating all Class A common stock subject to redemption as temporary equity and recognized accretion from the initial book value to redemption value at the time of its IPO. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

~~In connection~~On December 14, 2022, the Company filed with the ~~change~~Secretary inof ~~presentation~~State of ~~for~~the State of Delaware an amendment (the ~~Class~~“Early ATermination ~~common~~Amendment”) ~~stock~~to ~~subject~~the Company’s amended and restated certificate of incorporation to ~~possible~~change ~~redemption,~~the date by which the Company ~~revised~~must ~~its~~consummate ~~earnings per~~a ~~share~~Business ~~calculation~~Combination from the Original Termination Date to ~~allocate~~the ~~income~~Early ~~and~~Termination ~~losses~~Date. ~~shared~~The ~~pro~~Company’s ~~rata~~stockholders ~~between~~approved the ~~two~~Early ~~classes~~Termination Amendment at a special meeting of stockholders ~~shares~~of the Company (the “Stockholder Meeting”) on December 13, 2022. ~~This~~The ~~presentation~~foregoing ~~differs~~description ~~from~~ of the ~~previously~~Early Termination ~~presented~~Amendment ~~method~~is qualified in its entirety by the full text of ~~earnings~~the ~~per~~Early ~~share~~Termination Amendment, which ~~was~~is ~~similar~~filed toas ~~the~~Exhibit ~~two-class~~3.2 hereto ~~method~~and incorporated herein by reference.

~~The Company~~Item ~~determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements~~5. ~~Instead, the Company revised its previously reported financial statements in Note 2 to its Original Filing~~07. ~~Although~~Submission ~~the~~of ~~qualitative~~Matters ~~factors that management assessed tended~~ to ~~support~~ a ~~conclusion~~Vote that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was of ~~such~~Security ~~magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items~~Holders. As such, upon further consideration of the change, the Company determined the change in classification of the Class A common stock and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.

On ~~February~~ 18December 13, 2022, ~~the~~at ~~Company’s management and~~ the ~~audit~~Special ~~committee~~Meeting, a oftotal ~~the Company’s board~~ of ~~directors~~22,268,157 (~~the~~or ~~“Audit Committee”~~77.454%) ~~concluded~~of ~~that~~ the Company’s ~~previously~~ issued ~~(i)~~and ~~unaudited~~outstanding ~~interim~~shares ~~financial~~of ~~statements~~Class ~~included~~A incommon ~~the~~stock ~~Company’s Quarterly~~and ~~Report~~Class onB ~~Form~~common ~~10-Q~~stock held ~~for~~of ~~the~~record ~~quarterly~~as ~~period~~of ~~ended~~November ~~March 31~~17, ~~2021~~2022, ~~filed~~the ~~with~~record ~~the~~date ~~SEC~~for onthe ~~May~~Special 24Meeting, ~~2021;~~were ~~(ii)~~present ~~unaudited~~either ~~interim financial statements included~~ in ~~the~~person ~~Company’s~~or ~~Quarterly~~by ~~Report on Form 10-Q for the quarterly period ended June 30~~proxy, ~~2021,~~which ~~filed~~constituted ~~with~~a ~~the~~quorum. ~~SEC~~The onCompany’s ~~August~~stockholders ~~13,~~voted ~~2021;~~on ~~and (iii) Note 2 to~~ the ~~unaudited~~following ~~interim~~proposals ~~financial~~at ~~statements and Item 4 of Part 1 included in~~ the ~~Original~~ ~~Filing~~Special ~~(collectively~~Meeting, ~~the~~each ~~“Affected~~of ~~Periods”),~~which ~~should~~were beapproved. ~~restated~~The ~~to report all Class A common stock as temporary~~final ~~equity~~vote ~~and~~tabulation ~~should~~for noeach ~~longer~~proposal beis ~~relied~~set ~~upon~~forth below.

Proposal 1. To approve and adopt the Early Termination Proposal.

As such, the Company has restated these financial statements for the Affected Periods. The unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021 will be amended in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (the “Form 10-Q/A”). Considering such restatement, such financial statements, as well as the relevant portions of any communication which describes or are based on such financial statements, should no longer be relied upon.

For		Against				Abstained
22,209,770			9,285				49,102

~~The restatement~~Proposal ~~does~~2. ~~not~~To ~~have an impact on the Company’s cash position~~ approve and ~~cash~~adopt ~~held in~~ the ~~trust~~Early ~~account~~Termination ~~established~~Trust inAmendment ~~connection with the IPO~~Proposal.

The Company’s management has concluded that, in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting during the Affected Periods and that the Company’s disclosure controls and procedures were not effective during the Affected Periods. The Company’s remediation plan with respect to such material weakness will be described in more detail in Item 4 of Part I to the Form 10-Q/A.

For		Against				Abstained
22,209,519			9,284				49,354

~~The Audit~~Proposal ~~Committee~~3. ~~and~~To approve the ~~Company’s~~adjournment of ~~management~~the ~~have~~Special ~~discussed~~Meeting ~~the~~to ~~matters~~a ~~disclosed~~later indate ~~this~~or ~~Current~~dates, ~~Report~~if onnecessary ~~Form~~or ~~8-K~~appropriate, ~~pursuant~~ to permit further solicitation and vote of proxies in the ~~this~~event ~~Item~~that ~~4.02~~there ~~with~~are ~~WithumSmith+Brown~~insufficient votes for, PCor otherwise in connection with, the ~~Company’s~~approval ~~independent~~of ~~registered~~the ~~public~~Early ~~accounting~~Termination ~~firm~~Proposal or the Early Termination Trust Amendment Proposal.

~~Cautionary Note~~22,155,103 ~~Regarding~~63,962 ~~Forward-Looking Statements~~49,092

~~This Current~~Although ~~Report~~this onproposal ~~Form~~would ~~8-K 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~~received ~~these forward-looking statements on our current expectations and projections about~~sufficient ~~future~~votes ~~events. These forward-looking statements are subject~~ to ~~known~~be ~~and unknown risks~~approved, ~~uncertainties~~no ~~and~~motion ~~assumptions about us that may cause our actual results, levels of activity, performance or achievements~~ to beadjourn ~~materially~~was ~~different~~made ~~from~~because ~~any~~the ~~future~~adjournment ~~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~~Special ~~such~~Meeting ~~terms~~was ordetermined ~~other~~not ~~similar expressions. Factors that might cause or contribute~~ to ~~such~~be ~~a discrepancy include, but are not limited~~necessary ~~to,~~or ~~those described in our other SEC filings~~appropriate.

2In connection with the Special Meeting, stockholders holding 22,105,745 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.09 per share, for an aggregate redemption amount of approximately $223,065,069.20. Following such redemptions, approximately $8,942,550 was left in trust and 894,255 Public Shares remain outstanding.

~~SIGNATURES~~1

~~Pursuant to~~Item ~~the~~8.01 ~~requirements~~Other ~~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~~Events.

	VELOCITY ACQUISITION CORP.
	By:	/s/ Garrett Schreiber
	Name:	Garrett Schreiber
	Title:	Chief Financial Officer
Date: February 18, 2022

On December 16, 2022, the Company issued a press release announcing that because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (the “Amended Charter”), the Company intends to dissolve and liquidate in accordance with the provisions of the Amended Charter and will redeem all of the outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at an anticipated per-share redemption price of approximately $10.00.

3As of the close of business on December 20, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after December 20, 2022.

The Company’s sponsor, officers and directors have agreed to waive their redemption rights with respect to their outstanding Class B common stock issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. The Company anticipates that the Public Shares will cease trading as of the close of business on December 20, 2022.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

3.1		First Amendment to the Investment Management Trust Agreement, dated December 14, 2022, by and between Velocity Acquisition Corp. and Continental Stock Transfer & Trust Company.
3.2		Amendment to Amended and Restated Certificate of Incorporation of Velocity Acquisition Corp.
99.1		Press Release, dated December 16, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

VELOCITY ACQUISITION CORP.

By:	/s/ Garrett Schreiber
	Name:	Garrett Schreiber
	Title:	Chief Financial Officer

Dated: December 16, 2022

Filing Compare · Velocity Acquisition Corp.