Item 8.01. Other Events.
As previously disclosed in a Current Report on Form 8-K dated January 6, 2022
(filed on January 12, 2022), on January 11, 2022, Viscogliosi Brothers
Acquisition Corp. (the "Company") consummated its initial public offering
("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 an offering price of $10.00 per Unit, generating gross
proceeds of $75,000,000.
As also previously disclosed in a Current Report on Form 8-K dated January 6,
2022 (filed on January 12, 2022), simultaneously with the closing of the IPO,
the Company consummated private placements (the "Private Placements") in which
(i) VBOC Holdings, LLC 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., 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 $11.50 per share, for an aggregate
purchase price of $187,500.
As of January 11, 2022, a total of $76,500,000 ($10.20 per Unit) consisting of
the net proceeds from the IPO and a portion of the proceeds from the Private
Placements was deposited in a trust account established for the benefit of the
Company's public shareholders (the "Trust Account").
Subsequently, on January 12, 2022, the underwriters exercised their
over-allotment option in full. The closing of the issuance and sale of the
additional Units occurred (the "Over-Allotment Option Units") on January 14,
2022. The total aggregate issuance by the Company of 1,125,000 Over-Allotment
Option Units at a price of $10.00 per unit generated total gross proceeds of
$11,250,000. On January 14, 2022, simultaneously with the sale of the
Over-Allotment Option Units, the Company consummated the private sale of an
additional 450,000 private warrants, 421,875 to the Sponsor and 28,125 to
Raymond James & Associates, Inc. generating gross proceeds of $450,000.
The Private Placement Securities were issued pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, as the transactions did not involve a public
offering.
On January 14, 2022, an additional $11,475,000 ($10.20 per Unit) consisting of
the net proceeds from the sale of the Over-Allotment Option Units and the gross
proceeds from the sale of the additional private warrants was placed in the
Trust Account, resulting in a total of $87,975,000 ($10.20 per Unit) held in the
Trust Account.
An audited balance sheet as of January 11, 2022 reflecting receipt of the
proceeds upon consummation of the IPO and the sale of the Private Placement
Warrants has been issued by the Company and is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
On January 14, 2022, the Company issued the press release attached hereto as
Exhibit 99.2 to this Current Report on Form 8-K, announcing the exercise in full
of the over-allotment option by the underwriters.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Audited Balance Sheet dated January 11, 2022
99.2 Press Release dated January 14, 2022
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VISCOGLIOSI BROTHERS ACQUISITION CORP. 
