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): February 22, 2021

Progress Acquisition Corp.

(Exact name of registrant as specified in its charter)

50 Milk Street, 16th Floor

Boston, MA 02109 

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 401-2700

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:

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 þ

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. ☐

Item 1.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated February 11, 2021, Progress Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the "IPO") of 15,000,000 units (the "Units"). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-half of one redeemable warrant of the Company ("Warrant"), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. The Company had granted the underwriters in the IPO (the "Underwriters") a 45-day option to purchase up to 2,250,000 additional Units solely to cover over-allotments, if any. On February 22, 2021, the Underwriters exercised the over-allotment option in full and purchased an additional 2,250,000 Units (the "Over-Allotment Units"), generating gross proceeds of $22,500,000.

Simultaneously with the closing of the IPO, the Company completed the private sale (the "Private Placement") of an aggregate of 4,450,000 warrants (the "Placement Warrants") to Progress Capital I LLC (the "Sponsor") at a purchase price of $1.00 per Placement Warrant, generating gross proceeds to the Company of $4,450,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 200,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $200,000.

An audited balance sheet as of February 11, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement, but not the proceeds in connection with the sale of the Over-Allotment Units, had been prepared by the Company and previously filed on a Current Report on Form 8-K on February 18, 2021. The company’s unaudited pro forma balance sheet reflecting receipt of the proceeds from the sale of the Over-Allotment Units on February 22, 2021 is included as Exhibits 99.1 to this Current Report on Form 8-K.

A copy of the press release issued by the Company announcing the consummation of the sale of the Over-Allotment Units is included as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

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.

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