Item 1.01. Entry into a Material Definitive Agreement.

Business Combination Agreement

On July 20, 2021, Velocity Acquisition Corp., a Delaware corporation ("Velocity" or the "Company"), entered into a business combination agreement (as it may be amended and/or restated from time to time, the "Business Combination Agreement") with VBLG Merger Sub, Inc., a wholly-owned subsidiary of Velocity ("Company Merger Sub"), VBLG Blocker Merger Sub, LLC, a wholly-owned subsidiary of Velocity ("Blocker Merger Sub"), BBQ Holding, LLC ("BBQ"), BVP BBQ Blocker, LP ("Blocker") and BVP BBQ General Partner, LLC, the general partner of Blocker and the representative of the equityholders of BBQ and Blocker ("BVP GP"). Upon the terms and subject to the conditions of the Business Combination Agreement, and in accordance with applicable law, (i) Blocker Merger Sub will merge with and into Blocker with Blocker surviving the merger as a wholly-owned subsidiary of Velocity (the "Blocker Merger"), (ii) immediately thereafter, Blocker will merge with and into Velocity with Velocity surviving the merger (the "Velocity Merger"), and (iii) immediately thereafter, Company Merger Sub will merge with and into BBQ with BBQ surviving the merger as a wholly-owned subsidiary of Velocity (the "Company Merger"). The Blocker Merger, the Velocity Merger, the Company Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination" and the closing date of the Business Combination is hereinafter referred to as the "Closing." Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement. In addition, references herein to "Pubco" shall mean the Company as of the time following such change of name.

Upon the closing of the Business Combination, Pubco will own a number of common units of BBQ (the "LLC Units") equal to the number of shares of Class A common stock of Pubco (the "Class A Common Stock") outstanding (including the number of shares of Class A Common Stock held by Velocity's public stockholders and the number of shares of Class A Common Stock held by Velocity Sponsor, LLC (the "Sponsor") (for which any class B common stock currently held by the Sponsor that are not forfeited pursuant to the terms of the Sponsor Letter Agreement (defined below) will convert (such shares, the "Founder Shares")). In addition, (i) the equityholders of BBQ (other than Blocker and holders of existing Class B Units) will receive (x) a number of LLC Units, (y) a number of shares of Class B common stock of Pubco (the "Class B Common Stock") with each LLC Unit having a value of $10.00 and each share of Class B Common Stock being non-economic, and (z) the right to receive a pro rata portion of the Earn Out Securities (specifically LLC Units and Class B Common Stock) described below, (ii) Blocker will receive (x) a number shares of Class A Common Stock each having a value of $10.00 and (y) the right to receive a pro rata portion of the Earn Out Securities (specifically Class A Common Stock) described below, and (iii) with respect to each Class B Unitholder, 25% of the outstanding Class B Units held by such Class B Unitholder as of immediately prior to the Effective Time will be vested in connection with and contingent upon the Closing ("Vested Class B Units"), and the remaining 75% of the outstanding Class B Units held by such Class B Unitholder ("Unvested Class B Units") will be, as shall be determined by the Management Board (as defined in the Company LLC Agreement), either (x) cancelled and converted into equity awards with respect to Velocity Common Stock subject to, but not granted under, the New Equity Plan in such form, and subject to such vesting and other terms and conditions as shall be determined by the Management Board, or (y) converted into other LLC Units, subject to the same vesting terms as in effect prior to the Closing. The aggregate value of all shares of Class A Common Stock, Class B Common Stock and LLC Units to be issued to the existing BBQ equityholders at the closing of the Business Combination (excluding the value of the Earn Out Securities) will be $687,000,000. The aggregate value of all shares of common stock outstanding of Pubco at the closing of the Business Combination will be $963,000,000.

Each share of Class A Common Stock and Class B Common Stock shall entitle the holder thereof to one vote, but only the shares of Class A Common Stock and not the Class B Common Stock will be entitled to receive dividends if and when declared.

Subject to the terms and conditions of an Exchange Agreement to be executed at the closing of the Business Combination, each share of Class B Common Stock and each LLC Unit held by the existing BBQ equityholders may be exchanged for one share of Class A Common Stock.





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In addition, upon the closing of the business combination, the Company will deposit a number of shares of Class A Common Stock, Class B Common Stock and LLC Units (the "Earn Out Securities") into escrow for the benefit of the pre-closing BBQ equityholders which shall be released as follows: (i) 2,500,000 of the Earn Out Securities shall be released if, at any time following the Closing but prior to the expiration of the five (5) year period following the Closing (the "Earn Out Period"), the reported closing sale price of the Class A Common Stock equals or exceeds $12.50 per share for 20 out of any 30 consecutive trading days ("Triggering Event I"), (ii) 2,500,000 of the Earn Out Securities shall be released if, during the Earn Out Period, the reported closing sale price of the Class A Common Stock equals or exceeds $15.50 per share for 20 out of any 30 consecutive trading days ("Triggering Event II"), and (iii) 2,500,000 of the Earn Out Securities shall be released if, during the Earn Out Period, the reported closing sale price of the Class A Common Stock equals or exceeds $17.50 per share for 20 out of any 30 consecutive trading days ("Triggering Event III" and, together with Triggering Event I and Triggering Event II, the "Triggering Events"). In the event there is a Company Sale during the Earn Out Period that will result in the holders of Class A Common Stock receiving a Company Sale Price equal to or in excess of the applicable price per share attributable to any Triggering Event, then any Earn Out Securities held by such equityholders will be released and the holders of such Earn Out Securities will be eligible to participate in such Company Sale. Each holder of Vested Class B Units shall receive an equity award subject to, but not granted under the New Equity Plan, in such form as shall be determined by the Management Board, with respect to a number of Earn Out Securities such holder is entitled to receive in connection with the Business Combination, with such equity award to vest in a manner consistent with the first and second sentences of this paragraph, subject to the holder's continuous employment with the Company through each applicable vesting date and such other terms and conditions as shall be determined by the Management Board, and (ii) each holder of Unvested Class B Units shall receive . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under the heading "Business Combination Agreement" is incorporated by reference herein. Certain shares of common stock issuable in connection with the consummation of the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01. Regulation FD Disclosure.

On July 20, 2021, the Company issued a press release announcing the execution of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation that will be used by the Company with respect to the transactions contemplated by the Business Combination Agreement.

The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1 and 99.2.

Important Information About the Business Combination and Where to Find It

In connection with the proposed Business Combination, the Company intends to file with the SEC a registration statement on Form S-4 (the "Registration Statement"), which will include a proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of the Company's common stock in connection with the Company's solicitation of proxies for the vote by the Company's stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of the Company to be issued in the Business Combination. The Company's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about the parties to the Business Combination Agreement, the Company and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC's web site at sec.gov, or by directing a request to: Velocity Acquisition Corp., 109 Old Branchville Road, Ridgefield, CT 06877, Attention: Garrett Schreiber, (201) 956-1969.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company's stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company's registration statement on Form S-1, which was initially filed with the SEC on February 5, 2021, and is available free of charge at the SEC's web site at sec.gov, or by directing a request to Velocity Acquisition Corp., 109 Old Branchville Road, Ridgefield, CT 06877, Attention: Garrett Schreiber, (201) 956-1969. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

BBQ and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.





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Forward-Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company's and BBQ's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company's and BBQ's expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the Closing. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's and BBQ's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against the Company and BBQ following the announcement of the Business Combination Agreement and the transactions contemplated therein; (2) the inability to complete the Business Combination, including due to failure to obtain approval of the stockholders of the Company, approvals or other determinations from certain regulatory authorities, or other conditions to closing in the Business Combination Agreement; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; (4) the inability to obtain or maintain the listing of Pubco's common stock on Nasdaq following the Business Combination; (5) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that BBQ or the combined company may be adversely affected by other economic, business, and/or competitive factors; (10) Pubco's ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; (11) the impact of COVID-19 on BBQ's business and/or the ability of the parties to complete the Business Combination; and (12) other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including those under "Risk Factors" in the Registration Statement, and in the Company's other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.





No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number     Description
2.1†         Business Combination Agreement, dated as of July 20, 2021, by and
           among Velocity Acquisition Corp., VBLG Merger Sub, Inc., VBLG Blocker
           Merger Sub, LLC, BBQ Holding, LLC, BVP BBQ Blocker, LP and BVP BBQ
           General Partner, LLC (as the Seller Representative)
10.1         Sponsor Agreement, dated as of July 20, 2021, by and among Velocity
           Sponsor, LLC, BBQ Holding, LLC and certain of Velocity Sponsor, LLC's
           equityholders
99.1         Press Release, dated July 20, 2021.
99.2         Investor Presentation, dated July 20, 2021.




  †   Certain of the exhibits and schedules to this Exhibit have been omitted in
      accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to
      furnish a copy of all omitted exhibits and schedules to the SEC upon its
      request.




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