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): October 22, 2020 (October 16, 2020)

5:01 ACQUISITION CORP.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (415) 993-8570

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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  x

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 October 16, 2020, 5:01 Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 8,000,000 shares of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), generating gross proceeds to the Company of $80,000,000.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 360,000 shares of Class A Common Stock to the Company’s sponsor, 5:01 Acquisition LLC, at a purchase price of $10.00 per share, generating gross proceeds to the Company of $3,600,000.

A total of $80,000,000, comprised of net proceeds from the IPO and the private sale of the shares of Class A Common Stock was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of October 16, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the private sale of the Class A Common Stock has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits

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.