AAQC.U / Accelerate Acquisition Corp. Units, each consisting of one Class A common stock, and one-third of on - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

AAQC / Accelerate Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gaaccelerateacquisi.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Accelerate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 00439D102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

AAQC / Accelerate Acquisition Corp. / Accelerate Acquisition Sponsor LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea172443-13ga1sponsoracce.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Accelerate Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 00439D102 (CUSIP Number) December 31, 2022 (Date of Event Which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40232 ACCELERATE ACQUISITION CORP. (Exact name of registrant as specifie

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 3, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Amendment to the Amended and Restated Certificate of Incorporation of the Company

Exhibit 3.1 Execution Version AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCELERATE ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law ACCELERATE ACQUISITION CORP. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is ?Accelerate A

Amendment to the Investment Management Trust Agreement

Exhibit 10.1 Accelerate Acquisition Corp. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 December 15, 2022 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 15, 2022, is made by and between Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), and Continental St

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 15, 2022 ACCELERATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40232 86-1209097 (State or other jurisdiction of incorporation) (C

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 ACCELERATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40232 86-1209097 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28,

DEFA14A 1 ea169411-8ka1defa14aacc.htm AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 ACCELERATE ACQUISITION CORP. (Exact name of registrant as specified in its char

Other Events

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): November 28, 2022 ACCELERATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40232 86-1209097 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 15, 2022 ACCELERATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40232 86-1209097 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ACCELERATE ACQUISITION CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ACCELERATE ACQUISITION CORP. (Exact name of

AAQC / Accelerate Acquisition Corp. / Sculptor Capital LP - SC 13G Passive Investment

SC 13G 1 d364791dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Accelerate Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00439D102 (CUSIP Number) June 30, 2022 (Date of Event Which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ACCELERATE ACQUISITION CORP. (Exact name of

Description of Registrant’s Securities.*

Exhibit 4.5 Description of securities We are a Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant to our amended and restated certificate of incorporation we are authorized to issue 500,000,000 shares of our Class A common stock and 50,000,000 shares of our Class B common stock, as well as 1,000,000 shares of preferred

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ACCELERATE ACQUISITION CORP. (Exact name of registr

AAQC / Accelerate Acquisition Corp. / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Accelerate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 00439D102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

AAQC / Accelerate Acquisition Corp. / Accelerate Acquisition Sponsor LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Accelerate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00439D102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to

AAQC / Accelerate Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ACCELERATE ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Accelerate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00439D102 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ACCELERATE ACQUISITION CORP. (Exact n

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 ACCELERATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40232 86-1209097 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ACCELERATE ACQUISITION CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ACCELERATE ACQUISITION CORP. (Exact name of

AAQC / Accelerate Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ACCELERATE ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Accelerate Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00439D102 (CUSIP Number) July 6, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ACCELERATE ACQUISITION CORP. (Exact name of

Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, Accelerate Acquisition Corp. Announces Receipt of NYSE Continued Listing Standard Notice

Exhibit 99.1 Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, Accelerate Acquisition Corp. Announces Receipt of NYSE Continued Listing Standard Notice SHORT HILLS, New Jersey ? May 26, 2021 ? Accelerate Acquisition Corp. (NYSE: AAQC) (the ?Company?) today announced that it received a formal notice of non-compliance on May 25, 2021 from the New York Stock Exchange (the ?NY

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 ACCELERATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40232 86-1209097 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40232 SEC File Number 00439D 102 CUSIP Number (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Accelerate Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing May 10, 2021

Exhibit 99.1 Accelerate Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing May 10, 2021 SHORT HILLS, N.J., May 10, 2021?Accelerate Acquisition Corp. (NYSE: AAQC.U) (the ?Company?) announced that, commencing May 10, 2021, holders of the units sold in the Company?s initial public offering of 40,000,000 units, completed on March 22, 2021, may elect to

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 ACCELERATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40232 86-1209097 (State or other jurisdiction of incorporation or

ACCELERATE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 ACCELERATE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT PAGE Financial Statement of Accelerate Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 22, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Accelerate Acquisition Corp. Opin

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2021 Accelerate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40232 86-1209097 (State or other jurisdiction of incorporation

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCELERATE ACQUISITION CORP. March 22, 2021 Accelerate Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Accelerate Acquisition Corp. The original certificate of incorporation of the Corporation was fil

Private Placement Warrants Purchase Agreement between the Company and our sponsor. (1)

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 17, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), and Accelerate Acquisition Sponsor LLC, a Delaware limit

Administrative Services Agreement, dated as of March 17, 2021, between the Company and Accelerate Acquisition Sponsor LLC

Exhibit 10.5 ACCELERATE ACQUISITION CORP. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 March 17, 2021 Accelerate Acquisition Sponsor LLC 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?)

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company. (1)

Exhibit 4.1 WARRANT AGREEMENT between ACCELERATE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 17, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 17, 2021, is by and between Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company. (1)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 17, 2021 by and between Accelerate Acquisition Corp., a Delaware corporation (the ?Company?) and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-2537

Underwriting Agreement, dated as of March 17, 2021, between the Company and UBS Securities LLC

Exhibit 1.1 ACCELERATE ACQUISITION CORP. 40,000,000 Units Underwriting Agreement March 17, 2021 UBS Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), proposes to issue and sell to the several u

Registration and Stockholder Rights Agreement among the Company, our sponsor and certain equityholders party thereto. (1)

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 17, 2021, is made and entered into by and among Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), Accelerate Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Hol

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2021 Accelerate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40232 86-1209097 (State or other jurisdiction of incorporation

Letter Agreement among the Company, our sponsor and each of the officers and directors of the Company named therein. (1)

Exhibit 10.4 Accelerate Acquisition Corp. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Accelerate Acquisition Corp., a Delaware corporation (the ?Company?) and UBS Securit

Per Unit

Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-253764 Accelerate Acquisition Corp. $400,000,000 40,000,000 Units Accelerate Acquisition Corp. is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, whi

- FOR REGISTRATION OF CERTAIN CLASSES

8-A12B 1 ea137883-8a12baccelerate.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERATE ACQUISITION CORP. (Exact Name Of Registrant As Specified In Its Charter) Delaware 86-1209097 (State or other jur

[signature page follows]

March 15, 2021 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: Acceleration Acquisition Corp. Registration Statement on Form S-1 File No. 333-253764 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the ?Act?), the undersigned hereby joins in the request of Accelerate Acquis

Accelerate Acquisition Corp. 51 John F. Kennedy Parkway Short Hills, NJ 07078 March 15, 2021

Accelerate Acquisition Corp. 51 John F. Kennedy Parkway Short Hills, NJ 07078 March 15, 2021 VIA EDGAR Office of Electronics and Machinery Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas Lamparski Re: Accelerate Acquisition Corp. Registration Statement on Form S-1 File No. 333-253764 Ladies and Gentlemen: Pursuant to

Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), Accelerate Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder o

Consent of director nominee (Mark Little).

Exhibit 99.1 CONSENT OF MARK LITTLE Accelerate Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Regist

Form of Underwriting Agreement.

Exhibit 1.1 ACCELERATE ACQUISITION CORP. 40,000,000 Units Underwriting Agreement March [?], 2021 UBS Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), proposes to issue and sell to the several

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCELERATE ACQUISITION CORP. February [?], 2021 Accelerate Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Accelerate Acquisition Corp. The original certificate of incorporation of the Corporation was

Promissory Note, dated December 31, 2020, issued to our sponsor. (2)

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Accelerate Acquisition Corp., a Delaware corporation (the ?Company?) and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-[?] (the

Form S-1

As filed with the U.S. Securities and Exchange Commission on March 1, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Accelerate Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1209097 (State or o

Specimen Class A Common Stock Certificate.

Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER SHARES ACCELERATE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF ACCELERATE ACQUISITION CORP.

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- ACCELERATE ACQUISITION CORP. SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per shar

Amended and Restated Bylaws. (2)

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ACCELERATE ACQUISITION CORP. (THE ?CORPORATION?) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s reg

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 Accelerate Acquisition Corp. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the ?Compa

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), and [?] (the ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ade

Consent of director nominee (Mark Weinberger).

Exhibit 99.2 CONSENT OF MARK WEINBERGER Accelerate Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Re

Specimen Warrant Certificate.

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ACCELERATE ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the register

Amended and Restated Securities Subscription Agreement between the Registrant and the Sponsor.

Exhibit 10.7 ACCELERATE ACQUISITION CORP. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 January 20, 2021 Accelerate Acquisition Sponsor LLC 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 RE: Amended and Restated Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Accelerate Acquisition Sponsor LLC (the ?Subscriber? or ?you?) has made to p

Form of Administrative Services Agreement.

Exhibit 10.5 ACCELERATE ACQUISITION CORP. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 [?], 2021 Accelerate Acquisition Sponsor LLC 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for t

ACCELERATE ACQUISITION CORP. a Delaware corporation Article I OFFICES

Exhibit 3.3 BYLAWS OF ACCELERATE ACQUISITION CORP. a Delaware corporation Article I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the corporation?s registered agent at such address shall be Corporation Trust Company. The registered office and/

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), and Accelerate Acquisition Sponsor LLC, a Delaware limited li

Certificate of Incorporation.

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 02:28 PM 12/30/2020 FILED 02:28 PM 12/30/2020 SR 20208796796 - File Number 4583249 CERTIFICATE OF INCORPORATION OF ACCELERATE ACQUISITION CORP. ARTICLE ONE The name of the corporation is Accelerate Acquisition Corp. (hereinafter called the ?Corporation?). ARTICLE TWO The address of the Corporation?s registered offi

Consent of director nominee (John E. Kelly III).

Exhibit 99.3 CONSENT OF JOHN E. KELLY III Accelerate Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT between ACCELERATE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Accelerate Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?War

Accelerate Acquisition Corp. 51 John F. Kennedy Parkway Short Hills, NJ 07078 March 1, 2021

Accelerate Acquisition Corp. 51 John F. Kennedy Parkway Short Hills, NJ 07078 March 1, 2021 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Accelerate Acquisition Corp. Draft Registration Statement on Form S-1 Submitted January 25, 2021 CIK No. 0001838883 Ladies and Gentlemen: S

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This is a confidential draft submission to the U.S. Securities and Exchange Commission on January 25, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Accelerate Acquisition Corp. (Exact name of registrant as specifi