Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this
Amendment, including, without limitation, statements under "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
regarding the Company's financial position, business strategy and the plans and
objectives of management for future operations, are forward-looking statements.
When used in this Amendment, words such as "anticipate," "believe," "estimate,"
"expect," "intend" and similar expressions, as they relate to us or the
Company's management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company's management. Actual
results could differ materially from those contemplated by the forward- looking
statements as a result of certain factors detailed in our filings with the SEC.
All subsequent written or oral forward-looking statements attributable to us or
persons acting on the Company's behalf are qualified in their entirety by this
paragraph.
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our audited financial statements
and the notes related thereto which are included in "Item 8. Financial
Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain
information contained in the discussion and analysis set forth below includes
forward-looking statements. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of many factors,
including those set forth under "Special Note Regarding Forward-Looking
Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on
Form 10-K.
Overview
Viscogliosi Brothers Acquisition Corp. (the "Company") a newly organized blank
check company formed for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities (the
"Business Combination"). The Company has not selected any potential Business
Combination target and the Company has not, nor has anyone on its behalf,
initiated any substantive discussions, directly or indirectly, with any
potential Business Combination target.
As of January 11, 2022, the Company had not commenced any operations. All
activity for the period from November 24, 2020 (inception) through January 11,
2022 relates to the Company's formation and the Initial Public Offering
("IPO")(as defined below). The Company will not generate any operating revenues
until after the completion of its initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income on
cash and cash equivalents from the proceeds derived from the IPO (as defined
below). The Company has selected December 31 as its fiscal year end.
The Company's sponsor is VBOC Holdings, LLC, a Delaware limited liability
company (the "Sponsor")
The registration statement for the Company's IPO was declared effective on
January 6, 2022 (the "Effective Date"). On January 11, 2022, the Company sold
the Public Offering of 7,500,000 units (the "Units" and, with respect to the
Common stock included in the Units being sold, the "public shares"). Each Unit
consists of one share of common stock of the Company, par value $0.0001 per
share (the "Common Stock"), and one-half of one redeemable warrant ("Warrant"),
each whole Warrant entitling the holder thereof to purchase one share of Common
Stock for $11.50 per share at $10.00 per Unit.
Simultaneously with the closing of the IPO, the Company consummated the sale of
5,250,000 warrants, at a price of $1.00 per Private Placement Warrant in a
private placement to (i) the Sponsor which purchased 5,062,500 warrants (the
"Sponsor Warrants") at a price of $1.00 per Sponsor Warrant, each exercisable to
purchase one share of Common Stock at $11.50 per share, generating total
proceeds of $5,062,500 and (ii) Raymond James & Associates, Inc., which
purchased an aggregate of 187,500 Private Placement Warrants at a price of $1.00
per Private Placement Warrant, each exercisable to purchase one share of Common
Stock at $11.50 per share.
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Results of Operations
As of December 31, 2021, we have not commenced any operations. All activity for
the year ended December 31, 2021 and for the period from November 24,
(inception) through December 31, 2020 relates to our formation and initial
public offering, and, since the completion of our initial public offering,
searching for a target to consummate an initial business combination. We will
not generate any operating revenues until after the completion of our initial
business combination, at the earliest. We will generate non-operating income in
the form of interest income from the proceeds derived from our initial public
offering and placed in the trust account.
For the year ended December 31, 2021 and for the period from November 24
(Inception) through December 31, 2020, we had a net loss of $8,480 and $300,
respectively, which consisted entirely of formation costs.
Liquidity and Capital Resources
The Company's liquidity needs up to January 11, 2022 had been satisfied through
a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to
cover certain offering costs and $85,777 due to the Sponsor which was paid in
full on January 11, 2022 (see Note 5). In addition, in order to finance
transaction costs in connection with a Business Combination, the Sponsor,
initial shareholders, officers, directors or their affiliates may, but are not
obligated to, provide the Company Working Capital Loans, as defined below (see
Note 5). As of December 31, 2021, there were no amounts outstanding under any
Working Capital Loans.
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, our Sponsor or an affiliate of our
Sponsor or certain of our officers and directors may, but are not obligated to,
loan us funds as may be required. If we complete a Business Combination, we may
repay such loaned amounts out of the proceeds of the Trust Account released to
us. In the event that a Business Combination does not close, we may use a
portion of the working capital held outside the Trust Account to repay such
loaned amounts, but no proceeds from our Trust Account would be used for such
repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a
price of $1.00 per warrant, at the option of the lender. The warrants would be
identical to the Private Placement Warrants.
We do not believe we will need to raise additional funds following the
consummation of our initial public offering in order to meet the expenditures
required for operating our business. However, if our estimate of the costs of
identifying a target business, undertaking in-depth due diligence and
negotiating a business combination are less than the actual amount necessary to
do so, we may have insufficient funds available to operate our business prior to
our business combination. Moreover, we may need to obtain additional financing
either to complete our business combination or because we become obligated to
redeem a significant number of our public shares upon consummation of our
business combination, in which case we may issue additional securities or incur
debt in connection with such business combination. Subject to compliance with
applicable securities laws, we would only complete such financing simultaneously
with the completion of our business combination. If we are unable to complete
our business combination because we do not have sufficient funds available to
us, we will be forced to cease operations and liquidate the trust account. In
addition, following our business combination, if cash on hand is insufficient,
we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of December 31, 2021.
Contractual Obligations
As of December 31, 2021, we did not have any long-term debt, capital or
operating lease obligations.
The underwriters are entitled to deferred underwriting commissions of $0.35 per
unit, or $2,625,000 in the aggregate. The deferred fee will become payable to
the underwriters from the amounts held in the Trust Account solely in the event
that the Company completes an Initial Business Combination, subject to the terms
of the underwriting agreement for the offering.
Administrative support agreement
Commencing on the date of the IPO, the Company has agreed to pay an affiliate of
the Sponsor, a total of $10,000 per month for general and administrative
services including office space, utilities, and secretarial support. Upon
completion of the initial business combination or liquidation, the Company will
cease paying these monthly fees.
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Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements, and income and expenses during the periods
reported. Actual results could materially differ from those estimates. We have
identified the following as our critical accounting policies:
Derivative Warrants
The Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. The Company evaluates all of its financial
instruments, including issued warrants, to determine if such instruments are
derivatives or contain features that qualify as embedded derivatives, pursuant
to ASC 480 and ASC 815-15. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as
equity, is re-assessed at the end of each reporting period.
Common Stock Subject to Possible Redemption
All of the 7,500,000 shares of common stock sold as part of the Units in the IPO
contain a redemption feature which allows for the redemption of such Public
Shares in connection with the Company's liquidation, if there is a shareholder
vote or tender offer in connection with the Business Combination. In accordance
with the SEC and its staff's guidance on redeemable equity instruments, which
has been codified in ASC 480-10-S99, redemption provisions not solely within the
control of the Company require shares of common stock subject to redemption to
be classified outside of permanent equity. Ordinary liquidation events, which
involve the redemption and liquidation of all of the entity's equity
instruments, are excluded from the provisions of ASC 480. At December 31, 2021
and December 31, 2020, respectively, the Company had no common stock subject to
possible redemption.
Net Loss Per Shares Of Common Stock
The Company complies with the accounting and disclosure requirements of FASB ASC
Topic 260, "Earnings Per Share." Net loss per share of common stock is computed
by dividing net loss by the weighted average number of shares of common stock
outstanding during the period, excluding common stock subject to forfeiture.
Weighted average shares were reduced for the effect of an aggregate of 281,250
shares of common stock that are subject to forfeiture if the over-allotment
option is not exercised by the underwriters (see Note 7). As of December 31,
2021 and December 31, 2020, respectively, the Company did not have any dilutive
securities and other contracts that could, potentially, be exercised or
converted into common stock and then share in the earnings of the Company. As a
result, diluted loss per common share is the same as basic loss per common share
for the period presented.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06,
Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging --Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity' Own Equity ("ASU 2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. The ASU also removes certain
settlement conditions that are required for equity-linked contracts to qualify
for the derivative scope exception, and it simplifies the diluted earnings per
share calculation in certain areas. On November 24, 2020, the date of the
Company's inception, the Company adopted the new standard. Adoption of the ASU
did not impact the Company's financial position, results of operations or cash
flows.
The Company's management does not believe that any other recently issued, but
not effective, accounting standards, if currently adopted, would have a material
effect on the Company's financial statements.
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