ShoppersChoice.com, LLC entered into a definitive business combination agreement?to acquire Velocity Acquisition Corp. (NasdaqCM:VELO) from Velocity Sponsor LLC and other shareholders for approximately $760 million on July 20, 2021. The aggregate value of all shares of Class A Common Stock, Class B Common Stock and LLC Units to be issued to the ShoppersChoice.com's equity holders at the closing of the business combination will be $687 million. In addition, Velocity Acquisition Corp will also issue 7.5 million earnout shares. After the transaction, ShoppersChoice.com, LLC will become a publicly listed company on NASDAQ under the new ticker symbol ?BBQG?. Upon the closing of the transaction and assuming none of Velocity?s public stockholders elect to redeem their shares, existing ShoppersChoice.com, LLC shareholders, including Brand Velocity Partners, are expected to own 71% of the combined company, the Velocity sponsors are expected to own 5% of the combined company and public stockholders are expected to own 24% of the combined company. The transaction may be terminated by ShoppersChoice.com or Velocity under certain circumstances, including, among others, by mutual written consent of ShoppersChoice.com and Velocity, by either ShoppersChoice.com or Velocity if the closing has not occurred on or before January 20, 2022, and by ShoppersChoice.com or Velocity if either Velocity or ShoppersChoice.com has not obtained the required approval of its stockholders. ShoppersChoice.com, LLC?s Chief Executive Officer, Russ Wheeler and the current management team will continue to lead the combined company. At the closing of the transaction, BVP BBQ General Partner, LLC will have the right to designate a certain number of individuals for nomination by the board to be elected by Velocity Acquisition Corp.?s stockholders based on the percentage of the voting power of the outstanding Class A Common Stock and Class B Common Stock beneficially owned. The transaction will require the approval of the stockholders of Velocity, Velocity having an aggregate cash amount of at least $150 million available at closing from Velocity?s trust account, S-4 having being declared effective by the SEC,?Class A consideration Common Stock shall have been approved for listing on the NASDAQ, expiration or termination of the waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements, Velocity shall have made all necessary arrangements with the Trustee to cause the Trustee to disburse all of the funds contained in the Trust Account available to Velocity to be released to Velocity at the Closing, Velocity having at least $50 million of net tangible assets?and other customary closing conditions including the receipt of certain regulatory approvals. The boards of directors of each of Velocity and ShoppersChoice.com unanimously approved the transaction and recommended the shareholders to vote in favor of the transaction. The transaction is expected to close in the fourth quarter of 2021. Credit Suisse Group AG (SWX:CSGN) acted as the financial advisor and Brien Wassner, David Ni, Sam Gandhi, Johnny Skumpija, Josh Thompson, Dave Mollo-Christensen, Benjamin Rosemergy, Jennifer Coplan, Alan Charles Raul, Maureen Crough, Karen Kazmerzak, David Kreisler, Jen Fernandez, Howard Stanislawski, Alex Kaplan, Nicholas Crowell, Michael D. Mann and Joshua G. DuClos of Sidley Austin LLP acted as the legal advisors to ShoppersChoice.com. Jefferies LLC, Canaccord Genuity LLC and Citigroup Global Markets Inc. acted as the financial advisors and Brad Vaiana, David Sakowitz, Doug Lionberger, Alessandra Swanson, Becky Troutman, Scott Landau and Jason Osborn of Winston & Strawn LLP?acted as the legal advisors to Velocity.