Item 1.02. Termination
of a Material Definitive Agreement
As
previously disclosed, 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”).
Termination of Business
Combination Agreement
On November 9, 2021, the Company,
Company Merger Sub, Blockerer Merger Sub, BBQ, Blocker and BVP GP entered into a Termination of Business Combination Agreement (the “Termination
Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination
of the Business Combination Agreement is effective as of November 9, 2021.
Pursuant to the Termination
Agreement, BBQ has agreed to pay the Company $1,393,750.
As a result of the termination
of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination
Agreement on the part of any party thereto, except as set forth in the Termination Agreement, and each of the transaction agreements entered
into in connection with the Business Combination Agreement, including, but not limited to, the Sponsor Agreement, dated as of July 20,
2021, by and among the Velocity Sponsor, LLC, BBQ and certain of Velocity Sponsor, LLC’s equity holders. Pursuant to the Termination
Agreement, subject to certain exceptions, the Company and BBQ have also agreed, on behalf of themselves and their respective related parties,
to a release of claims relating to the Proposed Business Combination.
The Company intends to continue to pursue a business
combination.
The foregoing descriptions
of the Business Combination Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety
by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current
Report on Form 8-K with the U.S. Securities and Exchange Commission by the Company on July 20, 2021, and the full text of the Termination
Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.