VELO Velocity Acquisition
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 2021 (February 25, 2021)
VELOCITY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
(Commission File Number)
109 Old Branchville Road
Ridgefield, CT 06877
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (201) 956-1969
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant||VELOU||The Nasdaq Stock Market LLC|
|Class A common stock, par value $0.0001 per share||VELO||The Nasdaq Stock Market LLC|
|Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share||VELOW||The Nasdaq Stock Market LLC|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
Emerging growth company ☒
Item 8.01. Other Events
Consummation of Initial Public Offering
On February 25, 2021, Velocity Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 4,400,000 warrants (the “Private Placement Warrants”) to Velocity Sponsor LLC at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,600,000.
A total of $230,000,000, comprised of $225,400,000 of the proceeds from the IPO (which amount includes $8,050,000 of the deferred underwriting discount) and $4,600,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of February 25, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
|99.1||Audited Balance Sheet as of February 25, 2021.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|VELOCITY ACQUISITION CORP.|
|By:||/s/ Adrian Covey|
|Title:||Chief Executive Officer|
Dated: March 3, 2021