FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Accelerate Acquisition Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol

Accelerate Acquisition Corp. [ AAQC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ACCELERATE ACQUISITION CORP., 51 JOHN F. KENNEDY PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

12/23/2022
(Street)

SHORT HILLS, NJ 07078
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B common stock  (1)12/23/2022  D     9850000   (1) (1)Class A common stock 9850000 $0.00 (2)0 D (3) 

Explanation of Responses:
(1) As described in the registration statement on Form S-1 (File No. 333-253764) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, of Accelerate Acquisition Corp. (the "Issuer") would have automatically converted into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
(2) This Form 4 reflects the surrender to the Issuer of 9,850,000 Class B Shares for no consideration by the Reporting Person pursuant to the Share Forfeiture Letter, dated December 15, 2022 by and between the Issuer and the Reporting Person.
(3) Accelerate Acquisition Sponsor LLC (the "Sponsor") is the record holder of the shares reported herein. The Sponsor is managed by a board of managers consisting of Robert Nardelli, Michael Simoff and Jeffrey Kaplan. Any action by the Sponsor with respect to the Issuer or the shares of Class B common stock, including voting and dispositive decisions, requires a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the Sponsor's managers, none of the managers of the Sponsor is deemed to be a beneficial owner of the Sponsor's securities, even those in which such manager holds a pecuniary interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Accelerate Acquisition Sponsor LLC
C/O ACCELERATE ACQUISITION CORP.
51 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ 07078

X


Signatures
Accelerate Acquistion Sponsor LLC /s/ Robert Nardelli By: Robert Nardelli Title: Chairman and Chief Executive Officer12/27/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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