DAVID A. SAKOWITZ
Partner
(212) 294-2639
DSakowitz@winston.com
February 5, 2021
VIA EDGAR
Todd K. Schiffman
James Lopez
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Velocity Acquisition Corp. |
Draft Registration Statement on Form S-1
Submitted November 24, 2020
CIK No. 0001832371
Dear Messrs. Schiffman and Lopez:
On behalf of our client, Velocity Acquisition Corp. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter, dated December 21, 2020, relating to the Company’s Draft Registration Statement on Form S-1 confidentially submitted to the Commission on November 24, 2020 (the “Draft Registration Statement”).
The Company has filed via EDGAR its Registration Statement on Form S-1 (the “Form S-1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.
We have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.
Draft Registration Statement on Form S-1 submitted November 24, 2020
Provisions in our amended and restated certificate of incorporation..., page 62
 | February 5, 2021 Page 2 |
| 1. | Please revise this section, including the heading, to be consistent with the section on page 127 under "Exclusive forum for certain lawsuits". We note that in regard to Securities Act claims, the disclosure under subsection "D" on page 62 is inconsistent with the second full paragraph on page 63. |
Response: The Company has revised the disclosures in the Form S-1 in response to the Staff’s comment.
Please contact me at (212) 294-2639 if you have any questions or require any additional information in connection with this letter or the Form S-1.
| Very truly yours, | |
| /s/ David A. Sakowitz | |
| David A. Sakowitz |
| cc: | Adrian Covey |
| Velocity Acquisition Corp. |