Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

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.

Item 8.01. Regulation FD Disclosure.

On November 10, 2021, BBQ and the Company issued a joint press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description
10.1        Termination Agreement, dated as of November 9, 2021, by and among
          Velocity Acquisition Corp., VBLG Merger Sub, LLC, VBLG Blocker Merger
          Sub, LLC, BBQ Holding, LLC, BVP BBQ Blocker, LP and BVP BBQ General
          Partner, LLC
99.1        Press Release, dated November 10, 2021
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

† 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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