Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92838K 100 |
13G |
Page 2 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
VBOC Holdings, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) ¨ |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON |
5 |
SOLE
VOTING POWER
2,036,250(1) |
| 6 |
SHARED
VOTING POWER
-0- |
| 7 |
SOLE
DISPOSITIVE POWER
2,036,250(1) |
| 8 |
SHARED
DISPOSITIVE POWER
-0- |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,250(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8% |
| 12 |
TYPE
OF REPORTING PERSON*
OO |
(1) Does not include 5,484,375
shares issuable upon exercise of 5,484,375 warrants. Each warrant is exercisable at a price of $11.50 per full share commencing on the
later of (x) 30 days after the completion of an initial business combination and (y) January 11, 2022, and expires 5 years after the
completion of an initial business combination, or earlier upon redemption.
| CUSIP No. 92838K 100 |
13G |
Page 3 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
John J. Viscogliosi |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) ¨ |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON |
5 |
SOLE
VOTING POWER
-0- |
| 6 |
SHARED
VOTING POWER
2,036,250(1) |
|
SOLE
DISPOSITIVE POWER
-0- |
| 8 |
SHARED
DISPOSITIVE POWER
2,036,250(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,250(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8% |
| 12 |
TYPE
OF REPORTING PERSON*
IN(2) |
(1) Consists of shares owned
by VBOC Holdings, LLC and Viscogliosi Brothers, LLC . Does not include 5,484,375 shares issuable upon exercise of 5,484,375 warrants
owned by VBOC Holdings, LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) 30 days after
the completion of an initial business combination and (y) January 11, 2022, and expires 5 years after the completion of an initial business
combination, or earlier upon redemption.
(2) Shares are owned by VBOC
Holdings, LLC for which Viscogliosi Brothers, LLC is the managing member, and by Viscogliosi Brothers, LLC. Anthony Viscogliosi, John
J. Viscogliosi and Marc R. Viscogliosi, as the principals of Viscogliosi Brothers, LLC share voting and dispositive control over the
shares.
| CUSIP No. 92838K 100 |
13G |
Page 4 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
Anthony Viscogliosi |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) ¨ |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON |
5 |
SOLE
VOTING POWER
-0- |
| 6 |
SHARED
VOTING POWER
2,036,250(1) |
|
SOLE
DISPOSITIVE POWER
-0- |
| 8 |
SHARED
DISPOSITIVE POWER
2,036,250(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,250(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8% |
| 12 |
TYPE
OF REPORTING PERSON*
IN(2) |
| CUSIP No. 92838K 100 |
13G |
Page 5 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
Marc R. Viscogliosi |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b) ¨ |
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON |
5 |
SOLE
VOTING POWER
-0- |
| 6 |
SHARED
VOTING POWER
2,036,250(1) |
|
SOLE
DISPOSITIVE POWER
-0- |
| 8 |
SHARED
DISPOSITIVE POWER
2,036,250(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,250(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8% |
| 12 |
TYPE
OF REPORTING PERSON*
IN(2) |
| CUSIP No. 92838K 100 |
13G |
Page 6 of 9 Pages |
| Item 1. |
|
|
| |
|
|
| |
(a) |
Name of Issuer: Viscogliosi Brothers Acquisition Corp. |
| |
|
|
| |
(b) |
Address of Issuer's Principal Executive Offices: |
| |
|
|
| |
|
505 Park Avenue, 14th Floor |
|
|
New York, NY 10022 |
| |
|
|
| Item 2. |
|
|
| |
|
|
| |
(a) |
Name of Person Filing: |
VBOC Holdings, LLC |
| |
|
|
John J. Viscogliosi |
| |
|
|
Anthony Viscogliosi |
| |
|
|
Marc R. Viscogliosi |
| |
|
|
| |
(b) |
Address of Principal Business Office or if none, Residence: |
| |
|
|
| |
|
c/o Viscogliosi Brothers Acquisition Corp. |
| |
|
505 Park Avenue, 14th Floor
New York, NY 10022 |
| |
|
|
| |
(c) |
Citizenship: |
VBOC Holdings, LLC – Delaware |
| |
|
|
John J. Viscogliosi – United States |
| |
|
|
Anthony Viscogliosi – United States
Marc R. Viscogliosi – United States |
| |
|
|
| |
(d) |
Title of Class of Securities: Common Stock, $0.0001 par value |
| |
|
|
| |
(e) |
CUSIP Number: 92838K 100 |
| Item 3. |
Not Applicable |
| |
|
| Item 4. |
Ownership. |
| (a) | Amount Beneficially Owned: |
VBOC Holdings, LLC – 2,036,250 shares.
John J. Viscogliosi – 2,036,250
shares. Consists of shares of common stock owned by VBOC Holdings, LLC.
Anthony Viscogliosi – 2,036,250
shares. Consists of shares of common stock owned by VBOC Holdings, LLC.
Marc R. Viscogliosi – 2,036,250
shares. Consists of shares of common stock owned by VBOC Holdings, LLC.
The foregoing does
not include 5,484,375 shares issuable upon exercise of 5,484,375 warrants owned by VBOC Holdings, LLC. Each warrant is exercisable at
a price of $11.50 per full share commencing on the later of (x) 30 days after the completion of an initial business combination and (y)
January 11, 2022, and expires 5 years after the completion of an initial business combination, or earlier upon redemption.
John J. Viscogliosi,
Anthony Viscogliosi and Marc R. Viscogliosi share voting and dispositive power over the securities owned by VBOC Holdings, LLC.
| CUSIP No. 92838K 100 |
13G |
Page 7 of 9 Pages |
VBOC Holdings, LLC – 18.8%
John J. Viscogliosi – 18.8%
Anthony Viscogliosi – 18.8%
Marc R. Viscogliosi – 18.8%
The foregoing percentages are based on 10,781,250 shares
of common stock outstanding as of December 31, 2022.
| (c) | Number of shares as
to which such person has: |
| (i) | sole power to vote or
to direct the vote: |
VBOC Holdings, LLC – 2,036,250
shares.
John J. Viscogliosi – 0 shares.
Anthony Viscogliosi – 0 shares
Marc R. Viscogliosi – 0 shares
| (ii) | shared power to vote
or to direct the vote: |
VBOC Holdings, LLC – 0 shares.
John J. Viscogliosi – 2,036,250
shares.
Anthony Viscogliosi – 2,036,250
shares
Marc R. Viscogliosi – 2,036,250
shares
| (iii) | sole power to dispose
or to direct the disposition of: |
VBOC Holdings, LLC – 2,036,250
shares.
John J. Viscogliosi – 0 shares.
Anthony Viscogliosi – 0 shares.
Marc R. Viscogliosi – 0 shares.
| CUSIP No. 92838K 100 |
13G |
Page 8 of 9 Pages |
| (iv) | shared power to dispose
or to direct the disposition of: |
VBOC Holdings, LLC – 0 shares.
John J. Viscogliosi – 2,036,250
shares.
Anthony Viscogliosi – 2,036,250
shares.
Marc R. Viscogliosi – 2,036,250
shares.
| Item 5. |
Ownership of Five Percent or Less of a Class: Not Applicable |
| |
|
| Item 6. | Ownership of More than
Five Percent on Behalf of Another Person: Not Applicable |
| | |
| Item 7. | Identification and Classification
of Subsidiary Which Acquired the Securities: Not Applicable |
| | |
| Item 8. |
Identification and Classification of Members of the Group: Not Applicable |
| |
|
| Item 9. |
Notice of Dissolution of Group: Not Applicable |
| |
|
| Item 10. | Certifications: Not
Applicable |
| CUSIP No. 92838K 100 |
13G |
Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
March 01, 2023
| |
VBOC HOLDINGS, LLC |
| |
|
| |
By: |
/s/ John J.
Viscogliosi |
| |
|
Name: John J. Viscogliosi |
| |
|
Title: Managing Member |
| |
|
| |
|
/s/ John J. Viscogliosi |
| |
|
John J. Viscogliosi |
| |
|
| |
|
/s/ Anthony Viscogliosi |
| |
|
Anthony Viscogliosi |
| |
|
| |
|
/s/ Marc R. Viscogliosi |
| |
|
Marc R. Viscogliosi |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.0001 par value, of Viscogliosi Brothers
Acquisition Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such
joint filings.
The undersigned further agree
that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the
accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that
such information is inaccurate.
This Joint Filing Agreement
may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned
have executed this agreement as of March 01, 2023.
| |
VBOC HOLDINGS, LLC |
| |
|
| |
By: |
/s/ John J.
Viscogliosi |
| |
|
Name: John J. Viscogliosi |
| |
|
Title: Managing Member |
| |
|
| |
|
/s/ John J. Viscogliosi |
| |
|
John J. Viscogliosi |
| |
|
| |
|
/s/ Anthony Viscogliosi |
| |
|
Anthony Viscogliosi |
| |
|
| |
|
/s/ Marc R. Viscogliosi |
| |
|
Marc R. Viscogliosi |