Item 1.01. Entry into a Material Definitive Agreement.
On December 14, 2022, Velocity Acquisition Corp. (the "Company") entered into an
amendment (the "Trust Agreement Amendment") to the Investment Management Trust
Agreement, dated February 22, 2021 (the "Trust Agreement"), by and between the
Company and Continental Stock Transfer & Trust Company, a New York corporation,
as trustee ("Continental") to change the date on which Continental must commence
liquidation of the trust account established in connection with the Company's
initial public offering from February 25, 2023 (the "Original Termination Date")
to such other date as shall be determined by the board of directors of the
Company (the "Board") and publicly announced by the Company, provided that such
other date shall be no sooner than the date of the effectiveness of the
amendment to the Certificate of Incorporation pursuant to the General
Corporation Law of the State of Delaware and no later than December 30, 2022
(such date, the "Early Termination Date"). The foregoing description of the
Trust Agreement Amendment is qualified in its entirety by the full text of the
Trust Agreement Amendment, which is filed as Exhibit 3.1 hereto and incorporated
herein by reference
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On December 14, 2022, the Company filed with the Secretary of State of the State
of Delaware an amendment (the "Early Termination Amendment") to the Company's
amended and restated certificate of incorporation to change the date by which
the Company must consummate a Business Combination from the Original Termination
Date to the Early Termination Date. The Company's stockholders approved the
Early Termination Amendment at a special meeting of stockholders of the Company
(the "Stockholder Meeting") on December 13, 2022. The foregoing description of
the Early Termination Amendment is qualified in its entirety by the full text of
the Early Termination Amendment, which is filed as Exhibit 3.2 hereto and
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 13, 2022, at the Special Meeting, a total of 22,268,157 (or 77.454%)
of the Company's issued and outstanding shares of Class A common stock and Class
B common stock held of record as of November 17, 2022, the record date for the
Special Meeting, were present either in person or by proxy, which constituted a
quorum. The Company's stockholders voted on the following proposals at the
Special Meeting, each of which were approved. The final vote tabulation for each
proposal is set forth below.
Proposal 1. To approve and adopt the Early Termination Proposal.
For Against Abstained
22,209,770 9,285 49,102
Proposal 2. To approve and adopt the Early Termination Trust Amendment Proposal.
For Against Abstained
22,209,519 9,284 49,354
Proposal 3. To approve the adjournment of the Special Meeting to a later date or
dates, if necessary or appropriate, to permit further solicitation and vote of
proxies in the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Early Termination Proposal or the Early
Termination Trust Amendment Proposal.
22,155,103 63,962 49,092
Although this proposal would have received sufficient votes to be approved, no
motion to adjourn was made because the adjournment of the Special Meeting was
determined not to be necessary or appropriate.
In connection with the Special Meeting, stockholders holding 22,105,745 Public
Shares properly exercised their right to redeem their shares (and did not
withdraw their redemption) for cash at a redemption price of approximately
$10.09 per share, for an aggregate redemption amount of approximately
$223,065,069.20. Following such redemptions, approximately $8,942,550 was left
in trust and 894,255 Public Shares remain outstanding.
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Item 8.01 Other Events.
On December 16, 2022, the Company issued a press release announcing that because
the Company will not consummate an initial business combination within the time
period required by its Amended and Restated Certificate of Incorporation (the
"Amended Charter"), the Company intends to dissolve and liquidate in accordance
with the provisions of the Amended Charter and will redeem all of the
outstanding shares of Class A common stock that were included in the units
issued in its initial public offering (the "Public Shares"), at an anticipated
per-share redemption price of approximately $10.00.
As of the close of business on December 20, 2022, the Public Shares will be
deemed cancelled and will represent only the right to receive the redemption
amount.
In order to provide for the disbursement of funds from the trust account, the
Company will instruct the trustee of the trust account to take all necessary
actions to liquidate the securities held in the trust account. The proceeds of
the trust account will be held in a non-interest bearing account while awaiting
disbursement to the holders of the Public Shares. Record holders will receive
their pro rata portion of the proceeds of the trust account by delivering their
Public Shares to Continental Stock Transfer & Trust Company, the Company's
transfer agent. Beneficial owners of Public Shares held in "street name,"
however, will not need to take any action in order to receive the redemption
amount. The redemption of the Public Shares is expected to be completed within
ten business days after December 20, 2022.
The Company's sponsor, officers and directors have agreed to waive their
redemption rights with respect to their outstanding Class B common stock issued
prior to the Company's initial public offering. There will be no redemption
rights or liquidating distributions with respect to the Company's warrants,
which will expire worthless.
The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with
the United States Securities and Exchange Commission (the "Commission") to
delist the Company's securities. The Company thereafter expects to file a Form
15 with the Commission to terminate the registration of its securities under the
Securities Exchange Act of 1934, as amended. The Company anticipates that the
Public Shares will cease trading as of the close of business on December 20,
2022.
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 No. Description
3.1 First Amendment to the Investment Management Trust Agreement, dated
December 14, 2022, by and between Velocity Acquisition Corp. and
Continental Stock Transfer & Trust Company.
3.2 Amendment to Amended and Restated Certificate of Incorporation of
Velocity Acquisition Corp.
99.1 Press Release, dated December 16, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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