Item 8.01 Other Events.

On September 20, 2022, 5:01 Acquisition Corp. (the "Company") issued a press release announcing it will redeem all of its outstanding shares of Class A common stock, effective as of the close of business on October 17, 2022, excluding private placement shares held by the Company's sponsor, 5:01 Acquisition LLC, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. 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
Number   Exhibit Description

           Press Release issued by 5:01 Acquisition Corp. on September 20,
  99.1   2022.
         Cover Page Interactive Data File (the cover page XBRL tags are embedded
104      within the Inline XBRL document).

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