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): November 28, 2022~~ `

Date of Report (Date of earliest event reported): December 15, 2022

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

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

51 John F. Kennedy Parkway

51 John F. Kennedy Parkway

Short Hills, New Jersey

07078

(Address of principal executive offices)

(Zip Code)

Short Hills, New Jersey 07078

(Address of principal executive offices, including zip code)

(973) 314-3060

(Registrant’s telephone number, including area code)

Not 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 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

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 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On December ~~November 28~~15, ~~2022~~upon ~~Accelerate Acquisition Corp. (~~the ~~“Company”)~~stockholders’ ~~filed~~approval aof ~~definitive~~the ~~proxy~~Early ~~statement~~Termination ~~relating~~Trust toAmendment aProposal ~~special~~(as ~~meeting~~defined ~~of shareholders to approve (i~~below), ~~amendments~~Accelerate Acquisition toCorp. (the “Company’s”) ~~Amended~~entered ~~and~~into ~~Restated~~an ~~Certificate~~amendment ~~of Incorporation~~ (the “~~Charter~~Trust Amendment ~~Proposals~~”) ~~and (ii), an amendment~~ to the Investment Management Trust Agreement, dated March 17, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (~~the~~ “~~Trust Amendment Proposal~~Continental” ~~and together with the Charter Amendment Proposal, the “Proposals”~~), ~~which~~to ~~would,~~change ~~if implemented, allow~~ the ~~Company~~date toon ~~redeem~~which ~~all~~Continental ofmust ~~its~~commence ~~outstanding~~liquidation ~~shares~~ of ~~Class~~the Atrust ~~common~~account ~~stock, par value $0.0001 per share~~ (the “~~Public~~Trust ~~Shares~~Account”) established in ~~advance~~connection ofwith the Company’s ~~contractual~~initial ~~expiration~~public ~~date~~offering ~~of March 22, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails~~ to ~~consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a “Business Combination”) from March 22, 2023 to~~ December 15, 2022 ~~(the “Early Termination Date”)~~. In connection with the approval of the Charter Amendment Proposals, the holders of Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the trust account (the “Voluntary Redemption”). The Company expects to complete the Voluntary Redemption on or around the Early Termination Date if shareholders approve the Proposals.

~~If the Proposals are approved, the Company will redeem all remaining~~A ~~Public~~copy ~~Shares~~of ~~not redeemed in~~ the ~~Voluntary~~Trust ~~Redemption~~Amendment ~~not~~is ~~more~~attached ~~than~~as ~~ten~~Exhibit ~~business days after the Early Termination Date~~10.1 ~~Additionally, the~~to ~~last~~this ~~day~~Current ofReport ~~trading~~on ofForm ~~the Public Shares will be December 15~~8-K, ~~2022,~~which ifis ~~shareholders~~incorporated ~~approve~~herein ~~the~~by ~~Proposals~~reference.

~~The~~Item ~~virtual special meeting will be held on Tuesday, December 15, 2022, at 9:30 a~~5.m.03 ~~Eastern~~Amendments ~~Time,~~to ~~and~~Articles ~~the record date for the meeting is the close~~ of ~~business~~Incorporation ~~(New~~or ~~York~~Bylaws; ~~time)~~Change onin ~~November~~Fiscal ~~25, 2022~~Year.

~~Forward-Looking~~On December 15, ~~Statements~~2022, the Company held a special meeting of its stockholders (the “Stockholder Meeting”) to consider and vote upon proposals to inter alia, permit the Company to liquidate and wind up early by (i) amending the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time, the “Certificate of Incorporation”) to (A) eliminate the requirement that the Company retain at least $5,000,001 of net tangible assets following the redemption of the Company’s Class A common stock, par value $0.0001 per share (the “Public Shares”) in connection with a Business Combination (as defined in the Certificate of Incorporation) and certain amendments of the Certificate of Incorporation and (B) allow the Company to remove up to $100,000 of interest earned on the amount on deposit in the Trust Account prior to redeeming the Public Shares in connection with the Stockholder Meeting in order to pay dissolution expenses (such amendment, the “Redemption Limit Elimination Amendment” and such proposal, the “Redemption Limit Elimination Amendment Proposal”); (ii) amending the Certificate of Incorporation to change the date by which the Company must consummate a Business Combination from March 22, 2023 to December 15, 2022 (such date, the “Early Termination Date”, such amendment, the “Early Termination Amendment” (and together with the Redemption Limit Elimination Amendment, the “Certificate of Incorporation Amendment”) and such proposal, the “Early Termination Proposal”); and (iii) amending the Investment Management Trust Agreement, dated March 17, 2021, to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering from March 22, 2023 to the Early Termination Date (the “Early Termination Trust Amendment Proposal” and together with the Redemption Limit Elimination Amendment Proposal and the Early Termination Proposal, the “Proposals”).

~~This Current Report on Form 8-K includes certain~~At ~~forward-looking~~the ~~statements.~~Stockholder ~~These~~Meeting, ~~forward-looking~~the ~~statements~~stockholders ~~involve~~of ~~many~~the ~~risks~~Company ~~and~~approved ~~uncertainties~~the ~~that~~Proposals. ~~could~~On ~~cause~~December ~~actual results to differ materially from those expressed or implied by such statements~~15, ~~including~~2022, ~~without limitation,~~ the ~~receipt~~Company offiled the ~~requisite stockholder~~Certificate ~~approval~~of toIncorporation ~~effect~~of ~~this~~Amendment ~~proposed~~with ~~transaction.~~the ~~These~~Secretary ~~forward-looking~~of ~~statements~~State ~~speak only as~~ of the ~~date~~State of ~~the~~Delaware. The foregoing ~~communication, and~~description ~~the~~is ~~Company~~qualified ~~expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change~~ in its ~~expectations with regard thereto or any change in events, conditions or circumstances on~~entirety ~~which~~by ~~any~~reference ~~such statement is based. Please refer~~ to the ~~publicly~~Certificate ~~filed~~of ~~documents~~Incorporation of ~~the~~Amendment ~~Company~~Amendment, ~~including~~a ~~its~~copy ~~most~~of ~~recent~~which ~~Annual~~is ~~Report on~~attached ~~Form~~hereto ~~10-K~~as ~~and~~Exhibit ~~Quarterly Reports on Form 10-Q~~3.1, ~~for risks~~ and ~~uncertainties~~is ~~related to the Company’s business which may affect~~incorporated ~~the~~by ~~statements~~reference ~~made in this communication~~herein.

~~SIGNATURE~~Item 5.07 Submission of Matters to a Vote Security Holders.

~~Pursuant~~On toDecember ~~the~~15, ~~requirements~~2022, ofthe Company held the ~~Securities~~Stockholder ~~Exchange Act~~Meeting ofto ~~1934~~approve the Proposals and, asif ~~amended~~necessary, an adjournment proposal (the ~~registrant~~“Adjournment ~~has~~Proposal”), each ~~duly~~as ~~caused~~more ~~this~~fully ~~report~~described toin bethe ~~signed~~definitive onproxy ~~its~~statement ~~behalf~~filed by the ~~undersigned~~Company ~~hereunto~~with ~~duly~~the ~~authorized~~Securities and Exchange Commission on November 28, 2022.

Dated: November 28, 2022	Accelerate Acquisition Corp.
	By:	/s/ Michael Simoff
	Name:	Michael Simoff
	Title:	Chief Financial Officer

Holders of 39,737,582 shares of common stock of the Company held of record as of November 25, 2022, the record date for the Stockholder Meeting, were present in person or by proxy, representing approximately 79.48% of the voting power of all shares of the Company’s common stock outstanding as of the record date for the Stockholder Meeting, and constituting a quorum for the transaction of business. The voting results at the Stockholder Meeting with respect to the Proposals (which were approved by the Company’s stockholders) were as follows:

2The Redemption Limit Elimination Proposal

For		Against		Abstain
38,691,320		1,039,722		6,540

The Early Termination Proposal

For		Against		Abstain
39,653,961		83,596		25

The Early Termination Trust Amendment Proposal

For		Against		Abstain
39,653,961		83,596		25

The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Stockholder Meeting to solicit additional proxies. As there were sufficient votes to approve the Proposals, the Adjournment Proposal was not presented to stockholders and was not voted upon at the Stockholder Meeting.

In connection with the votes to approve the Charter Amendment, the holders of 38,145,658 Public Shares properly exercised their right to redeem their Public Shares (and did not withdraw their redemption elections) for cash at a redemption price of approximately $10.09 per share, for an aggregate redemption amount of $384,875,051.97 (the “Early Redemption”). Because the Company will not be able to complete an initial business combination by the Amended Termination Date, the Company is obligated to redeem the remaining Public Shares as promptly as possible, but not more than 10 business days after the Early Termination Date (the “Mandatory Redemption”). The Company expects to complete the Early Redemption and the Mandatory Redemption on or about December 20, 2022 and December 23, 2022, respectively. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless on the Amended Termination Date.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation of the Company
10.1		Amendment to the Investment Management Trust Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Date: December 19, 2022	ACCELERATE ACQUISITION CORP.

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

Filing Compare · Accelerate Acquisition Corp.