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): May 57, 2023

Progress Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40027		85-3303412
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10 Winthrop Square Penthouse

Boston, MA 02110

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 401-2700

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 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 Common Stock and one-half of one Redeemable Warrant	PGRWU	The NASDAQ Stock Market LLC
Common Stock, par value $0.0001 per share	PGRW	The NASDAQ Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock for an exercise price of $11.50	PGRWW	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 58.~~02 Departure~~01. ofOther ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~Effective~~On May 5 7, 2023, ~~each~~the board of ~~George~~directors ~~Barrios~~(“Board”) ~~and~~of ~~Michelle~~Progress ~~Wilson~~Acquisition ~~resigned~~Corporation as(the ~~Co-Executive~~“Company”) ~~Officers~~determined that, ~~and~~due to ~~Winston~~the ~~Meade~~Company’s ~~resigned~~inability asto ~~Chief~~consummate ~~Financial~~an ~~Officer~~initial business combination within the time period required by its Amended and Restated Certificate of ~~Progress~~Incorporation, ~~Acquisition~~as ~~Corp.~~amended (the “~~Company~~Charter”)., ~~Mr.~~the ~~Barrios~~Company ~~also~~intends ~~resigned~~to asdissolve aand ~~director~~liquidate in accordance with the provisions of its the ~~Board,~~Charter ~~effective~~and ~~immediately. The~~will ~~resignations~~redeem all of ~~Mr.~~the ~~Barrios,~~outstanding ~~Ms.~~shares ~~Wilson,~~of ~~and~~Class ~~Mr.~~A ~~Meade~~common ~~from~~stock ~~each~~ of ~~their~~the ~~respective~~Company ~~positions~~that ~~are~~were included ~~not~~in the ~~result~~units ofissued ~~any~~in ~~disagreement with~~its initial public offering (the ~~Company~~“Public Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s ~~management~~trust oraccount, including interest earned on the Company’s trust ~~Board~~account (which interest shall be net of ~~Directors~~taxes ~~(the~~payable ~~“Board”)~~and onup ~~any~~to ~~matter~~$100,000 ~~relating~~ of interest to ~~the~~pay ~~Company’s~~dissolution ~~operations~~expenses), ~~policies~~divided orby ~~practices~~the number of then outstanding Public Shares.

~~Also effective~~The ~~May~~per 5,share ~~2023,~~redemption ~~the~~price ~~Board~~is ~~appointed~~currently ~~David~~being ~~Arslanian~~calculated. asThe ~~Chief~~Company ~~Executive~~has ~~Officer~~estimated it to be approximately $10.29, and ~~Rick~~will ~~Gallagher~~file asan amended ~~Chief~~Current ~~Financial~~Report ~~Officer~~on Form 8-K to ~~replace~~disclose the ~~outgoing~~ ~~officers~~final ~~described~~amount ~~above~~if it is materially different from the estimated amount.

~~David~~In ~~Arslanian has~~order ~~served~~to asprovide ~~the~~for ~~Company’s President since inception and~~ the disbursement ~~Company’s~~of ~~Chief~~funds ~~Executive Officer~~ from ~~September~~the ~~2021~~trust ~~to December 2022. He joined Progress Partners IB~~account, ~~Inc. (“Progress Partners”), an affiliate of Progress Capital I LLC,~~ the Company~~’s sponsor,~~ inwill ~~January~~instruct ~~2018~~the astrustee ~~managing~~of ~~director.~~the Hetrust ~~has~~account ~~extensive~~to ~~experience~~take inall ~~tech,~~necessary ~~finance, and strategic partnerships. Prior~~ actions to ~~this, Mr.~~liquidate ~~Arslanian~~the securities held ~~many C-level operating roles with various emerging tech companies~~ in ~~financial~~the ~~services~~trust ~~and marketing~~account. ~~Most~~The ~~recently, he~~proceeds ~~was vice president~~ of ~~corporate~~the ~~development~~trust ~~and~~account ~~strategic~~will ~~partnerships~~be atheld ~~Telaria,~~in ~~Inc. (NYSE: TLRA),~~ a ~~software platform that optimizes~~ non-interest bearing ~~yield~~account ~~for~~while ~~leading~~awaiting ~~video~~disbursement ~~publishers,~~to ~~which~~the ~~merged~~holders ~~with~~of ~~The~~the ~~Rubicon~~Public ~~Project, Inc~~Shares. inRecord ~~April~~holders ~~2020~~will ~~Mr.~~receive ~~Arslanian~~their pro ~~is board member at Inanovate,~~rata portion ~~Inc.,~~of athe ~~life~~proceeds ~~sciences~~of ~~company~~the ~~that~~trust ~~uses~~account ~~proprietary~~by ~~blood~~delivering ~~screening~~their ~~technology~~Public Shares to ~~develop~~Continental ~~reliable~~Stock ~~low-cost~~Transfer & ~~blood~~Trust ~~tests~~Company, ~~for~~the ~~improved cancer~~Company’s ~~diagnosis.~~transfer Mragent. Beneficial ~~Arslanian~~owners ~~was,~~of ~~from~~Public ~~August~~Shares ~~2010~~held toin ~~February~~“street ~~2011~~name,” ~~Chief Operating Officer of Rovion~~however, ~~Inc.,~~will ~~which~~not ~~filed~~need ~~for~~to ~~Chapter~~take 11any ~~bankruptcy~~action onin ~~March~~order ~~30,~~to ~~2011.~~receive Hethe isredemption ~~also~~amount. aThe ~~board~~redemption ~~member~~of atthe ~~innRoad,~~Public aShares ~~software-as-a-service~~is ~~hotel~~expected ~~management~~to ~~software~~be ~~solution.~~completed Hewithin ~~received~~ten ~~his~~business ~~MBA~~days after inMay ~~Global Strategic Management from Babson College in 2006~~8, ~~and his B~~2023.~~A. in Economics from the University of Massachusetts Boston.~~

~~Richard~~The ~~Gallagher served as the~~ Company’s ~~Chief Financial Officer from inception to December 2022 and was one of the Company’s directors until~~sponsor ~~November 2020. Mr. Gallagher~~ has ~~served~~agreed as Senior Managing Director and Chief Financial Officer of Progress Partners from December 2014. He has extensive senior management experience working with various stages of companies. Mr. Gallagher has also been a Partner at Progress Ventures, an early-stage venture investment firm and the venture capital arm of Progress Partners, since December 2014. Throughout his career, Mr. Gallagher has provided strategic, business, financial and operating leadership to ~~start-up~~waive ~~enterprises,~~its ~~Fortune~~redemption ~~1000~~rights ~~companies, publicly traded companies, private companies, and high growth venture capital backed entities~~ with anrespect ~~industry emphasis on media and marketing. Mr. Gallagher has completed over a billion dollars worth of acquisitions, from sourcing~~ to ~~integration.~~its ~~Mr.~~shares ~~Gallagher has co-founded three start-ups, having raised an aggregate~~ of ~~$35~~outstanding ~~million~~Class ~~for~~B ~~such~~common ~~start-ups~~stock ~~and~~issued ~~guided~~prior ~~them all~~ to ~~liquidity~~the ~~events, including one IPO. Rick~~Company’s ~~has~~initial apublic Boffering.~~B.A. in Accounting from the Isenberg School of Management at the University of Massachusetts-Amherst.~~

~~Except~~There aswill ~~described in~~be ~~the~~no ~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, each of Messrs. Arslanian and Gallagher~~redemption ~~has~~rights ~~no direct~~ or ~~indirect~~liquidating ~~material~~distributions ~~interest~~with inrespect ~~any transaction or proposed transaction required~~ to bethe ~~reported~~Company’s ~~under~~warrants, ~~Item 404(a) of Regulation S-K and there are no arrangements or understandings between such individuals and any other person pursuant to~~ which ~~they~~will ~~were~~expire ~~appointed to their new officer and/or director positions~~worthless.

The Company has notified the Nasdaq Stock Market LLC of the anticipated liquidation and dissolution of the Company and has requested that Nasdaq (A) suspend trading of the Company’s shares of Class A common stock, warrants and units, each unit consisting of one Public Share and one-half of one warrant (the units, together with the Class A common stock and the warrants, the “Securities”) effective after the closing of trading on May 9, 2023, and (B) file with the Securities and Exchange Commission a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

~~SIGNATURE~~1

~~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.~~SIGNATURES

~~Dated:~~Pursuant ~~May~~to 5the requirements of the Securities Exchange Act of 1934, ~~2023~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PROGRESS ACQUISITION CORP. By: /s/ David Arslanian Name: David Arslanian Title: Chief Executive Officer


Date: May 8, 2023	PROGRESS ACQUISITION CORP.

	By:	/s/ David Arslanian
		Name:	David Arslanian
		Title:	Chief Executive Officer

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