5:01 ACQUISITION CORP. Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 14, 2022, 5:01 Acquisition Corp. (the "Company") entered into a promissory note (the "Note") in favor of 5:01 Acquisition LLC, a Delaware limited liability company (the "Sponsor"), and a related party of the Company. The Note was issued to fund administrative costs of the Company and fees and expenses associated with a potential business combination ("Business Combination"). The Note has an original principal amount of $1,000,000, is non-convertible, does not bear interest, and will mature on the earlier of (i) the winding up of the Company if a Business Combination has not been consummated on or before the 24 month anniversary of the closing of the Company's initial public offering (as the same may be extended from time to time by the vote of the Company's stockholders) or (ii) the closing of a Business Combination. The Note may be prepaid in whole or in part at any time. The Note contains customary events of default, including, among others, those relating to the Company's failure to make a payment of principal when due and to perform any other obligations that is not timely cured after written notice of such default from the Sponsor.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is incorporated herein by reference.

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