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 6, 2022
Viscogliosi Brothers Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41206 | 85-404420 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
505 Park Avenue, 14th Floor New York, NY | 10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 583-9700
N/A
(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 |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | VBOC | The Nasdaq Global Market | ||
| Warrants | VBOCW | The Nasdaq Global Market | ||
| Units | VBOCU | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On January 11, 2022, Viscogliosi Brothers Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 7,500,000 units (the “Units”). 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. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $75,000,000.
Of the net proceeds of the IPO and the sale of the Private Placement Securities (as defined below), $76,500,000 has been deposited into a trust account in the United States at Raymond James & Associates, Inc. with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the proceeds from the IPO and the sale of the Private Placement Securities held in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of the Company’s initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete an initial business combination within 18 months from the closing of the IPO, or (c) the redemption of the Company’s public shares if the Company is unable to complete its business combination within 18 months from the closing of the IPO, subject to applicable law.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-261561) related to the IPO, originally filed with the U.S. Securities and Exchange Commission on December 9, 2021 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated January 6, 2022 by and between the Company and Raymond James & Associates, Inc., as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. | |
| ● | A Warrant Agreement, dated January 6, 2022, by and between the Company and Continental Stock Transfer & Trust Company, LLC, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. | |
| ● | A Letter Agreement, dated January 6, 2022, by and among the Company and its officers, directors and VBOC Holdings, LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. | |
| ● | An Investment Management Trust Agreement, dated January 6, 2022, by and between the Company and Continental Stock Transfer & Trust Company, LLC, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. | |
| ● | A Registration Rights Agreement, dated January 6, 2022, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. | |
| ● | An Administrative Support Agreement, dated January 6, 2022, by and between the Company and Viscogliosi Brothers LLC, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference. | |
| ● | Indemnity Agreements, each dated as of January 6, 2022, by and between the Company and each of the officers and directors of the Company, copies of which are attached as Exhibit 10.5 and incorporated herein by reference. | |
| ● | Subscription Agreements, each dated January 6, 2022, by and between the Company and each of the Sponsor and Raymond James & Associates, Inc., copies of which are attached as Exhibits 10.6 and 10.7, respectively, and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company consummated private placements (the “Private Placements”) in which (i) the Sponsor 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 $11.00 per share, generating total proceeds of $5,062,500 and (ii) Raymond James & Associates, Inc., purchased an aggregate of 187,500 warrants (“RJ Warrants” and, together with the Sponsor Warrants, the “Private Placement Securities”) at a price of $1.00 per warrant, each exercisable to purchase one share of Common Stock at $11.00 per share, for an aggregate purchase price of $187,500.
The Private Placement Securities are identical to the warrants sold as part of the public units in the IPO. The Private Placement Securities may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders thereof until 30 days after the completion of our initial business combination. The Sponsor and Raymond James & Associates, Inc. were granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Securities.
The Private Placement Securities were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) as the transactions did not involve a public offering.
As of January 11, 2022, a total of $76,500,000 of the net proceeds from the IPO and a portion of the proceeds from the Private Placements were deposited in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of January 11, 2022 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws
On January 6, 2022, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Company’s Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 7.01 Other Events.
On January 6, 2022, the Company issued the press release attached hereto as Exhibit 99.1 announcing the pricing of the IPO.
On January 11, 2022, the Company issued the press release attached hereto as Exhibit 99.2 announcing the closing of the IPO.
The information in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
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.
| Dated: January 12, 2022 | VISCOGLIOSI BROTHERS ACQUISITION CORP. | ||
| By: | /s/ John J. Viscogliosi | ||
| Name: | John J. Viscogliosi | ||
| Title: | Chief Executive Officer | ||
