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): ~~January~~ April 2417, 2023

Progress Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40027		85-3303412
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10 Winthrop Square Penthouse

Boston, MA 02110

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant	PGRWU	The ~~Nasdaq~~NASDAQ Stock Market LLC
Common Stock, par value $0.0001 per share	PGRW	The ~~Nasdaq~~NASDAQ Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock for an exercise price of $11.50	PGRWW	The ~~Nasdaq~~NASDAQ Stock Market LLC

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 ☒

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 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfers~~ of ~~Listing~~Security Holders.

On ~~January~~April 2417, 2023, Progress Acquisition ~~Corporation~~Corp. (the “Company”) ~~received~~held a ~~written~~special ~~notice~~meeting of stockholders (the “~~Notice~~Special Meeting”). ~~from~~ At the ~~Nasdaq~~Special ~~Listing~~Meeting, ~~Qualifications~~the ~~Department~~Company’s ofstockholders ~~The~~approved ~~Nasdaq~~a ~~Stock~~proposal ~~Market~~to adjourn the Special Meeting (the “~~Nasdaq~~Adjournment Proposal”) ~~notifying~~to a later date or dates to permit further solicitation of proxies, or otherwise in connection with, the approval of (a) a proposal to amend the Company’s ~~that~~amended ~~for~~and restated certificate of incorporation (the ~~last~~“Charter”) 30to ~~consecutive~~extend the date by which the Company must consummate a business ~~days~~combination from May 8, 2023 to November 8, 2023 or such earlier date as determined by the Company’s ~~Market~~board ~~Value~~ of ~~Listed~~directors, ~~Securities~~and (~~“MVLS”~~b) ~~was~~a ~~below~~proposal to amend the ~~minimum~~Charter to provide holders of ~~$35~~shares of Class ~~million~~B ~~required~~common ~~for~~stock ~~continued~~of ~~listing~~the onCompany ~~The~~the ~~Nasdaq~~right ~~Capital~~to ~~Market~~convert ~~pursuant~~any and all of their shares of Class B common stock into shares of Class A common stock of the Company on a one-for-one basis prior to ~~Nasdaq~~the ~~Listing~~closing ~~Rule~~of ~~5550(b)(2)~~a business combination at the election of the holder.

~~The~~Approval ~~Notice from Nasdaq is only a notification~~ of ~~deficiency,~~the ~~not~~Adjournment ofProposal ~~imminent~~required ~~delisting, and has no current effect on~~ the ~~listing~~affirmative orvote ~~trading~~ of the ~~Company’s~~majority ~~securities~~of ~~on Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C),~~ the ~~Company~~votes ~~has~~cast ~~been provided~~by astockholders ~~period~~represented ofin ~~180~~person ~~calendar days,~~ or ~~until~~by proxy ~~July~~at ~~24,~~the ~~2023,~~Special ~~to regain compliance~~Meeting.

The ~~Notice~~Adjournment ~~states~~Proposal ~~that~~presented ~~the~~at ~~Nasdaq staff will provide written confirmation of compliance that~~ the ~~Company~~Special ~~has~~Meeting ~~achieved~~was ~~compliance~~approved ~~with~~by ~~Rule 5550(b)(2) if at any time before July 24, 2023,~~ the Company’s ~~MVLS~~stockholders. ~~closes~~The atfinal ~~$35~~voting ~~million~~results ~~or more~~ for athe Adjournment ~~minimum~~Proposal ofare ~~ten~~set ~~consecutive business~~forth ~~days~~below.

If compliance is not achieved by July 24, 2023, the Notice states that the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel.

For		Against		Abstain
4,725,262		13,459		0

The ~~Company~~adjourned ~~will~~Special ~~continue~~Meeting tois ~~monitor~~scheduled ~~its MVLS and consider its available options~~ to ~~regain~~reconvene ~~compliance~~at ~~with~~10:30 ~~the~~a.m., ~~Nasdaq~~Eastern ~~minimum MVLS requirements~~time, ~~but~~ ~~there~~on ~~can~~April be26, ~~no assurance that the Company will be able to do so~~2023.

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~~ the undersigned hereunto duly authorized.

Dated: January 27, 2023

	Progress Acquisition Corp.

Dated: April 17, 2023	By:	/s/ Winston Meade
		Name:	Winston Meade
		Title:	Chief Financial Officer

~~PROGRESS ACQUISITION CORP. By: /s/ Winston Meade Name: Winston Meade Title: Chief Financial Officer~~2

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