Progress Acquisition Corp. announced a private placement of promissory note in the principal amount of up to $195,000 on April 26, 2022. The company entered into agreement with the returning investor Progress Capital I LLC.

The notes bears no interest and is due and payable upon the earlier to occur of the date on which the company consummates its initial business combination and the date that the winding up of the company is effective. At the election of the investor, all or a portion of the unpaid principal amount of the notes may be converted into the number of warrants, at a price of $1.00 per warrant. The Conversion warrants are identical to the warrants issued by the Company to the investor in a private placement in connection with the Company's initial public offering.

The conversion warrants and their underlying securities are entitled to the registration rights set forth in the note. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933.