Current Report Filing (8-k)
April 19 2021 - 11:50AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 19, 2021 (April 15, 2021)
VELOCITY
ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-40088
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85-3388661
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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109 Old Branchville Road
Ridgefield, CT 06877
(Address of principal executive offices, including
zip co
Registrant’s telephone number, including
area code: (201) 956-1969
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
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VELOU
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The Nasdaq Stock Market LLC
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Class A common stock, par value $0.0001 per share
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VELO
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The Nasdaq Stock Market LLC
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Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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VELOW
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The Nasdaq Stock Market LLC
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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:
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
April 14, 2021, Velocity Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may
elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and
warrants (the “Warrants”) included in the Units commencing on or about April 15, 2021. Each Unit consists of one share of
Class A Common Stock and one-third of one redeemable Warrant to purchase one share of Class A Common Stock. Any Units not separated will
continue to trade on The Nasdaq Stock Market LLC under the symbol “VELOU”, and the Class A Common Stock and Warrants will
separately trade on The Nasdaq Stock Market LLC under the symbols “VELO” and “VELOW”, respectively. Holders of
Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in
order to separate the Units into shares of Class A Common Stock and Warrants.
Item 9.01
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Financial Statements and Exhibits.
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EXHIBIT INDEX
SIGNATURE
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.
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VELOCITY ACQUISITION CORP.
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By:
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/s/ Adrian Covey
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Name: Adrian Covey
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Title: Chief Executive Officer
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Dated: April 19, 2021
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3
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