Item 8.01. Other Events.
As previously announced,
Viscogliosi Brothers Acquisition Corp. (the “Company”) has a special meeting of shareholders (the “Special
Meeting”) to be held on July 3, 2023, at 10:00 a.m. Eastern time, as a virtual meeting, to consider and vote upon the
matters described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 15, 2023
(as may be amended, the “Proxy Statement”), including, without limitation, a proposal to extend the date by
which the Company must consummate an initial business combination from July 11, 2023 to July 11, 2024 (the “Extension”).
The Company plans to
continue to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the Company’s
common stock as of the close of business on June 14, 2023, the record date for the Special Meeting, are entitled to vote at the Special
Meeting.
On August 16, 2022, the
Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other
things, a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases of stock by publicly traded
U.S. domestic corporations occurring on or after January 1, 2023. The amount of the Excise Tax is generally 1% of the fair market value
of the shares repurchased, with certain exceptions. Because we are a Delaware corporation and our securities are trading on Nasdaq, we
will be a “covered corporation” within the meaning of the IR Act. While not free from doubt, absent any further guidance from
the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and
other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our common
stock after December 31, 2022, including redemptions in connection with the Extension, an initial business combination, or otherwise,
unless an exemption is available. The Excise Tax would be payable by the Company and not by the redeeming holders. Generally, issuances
of securities in connection with our initial business combination transaction (including any PIPE transaction at the time of our initial
business combination), as well as any other issuances of securities not in connection with our initial business combination, would be
expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of
securities redeemed may exceed the number of securities issued..
Whether and to what extent
the Company would be subject to the Excise Tax in connection with the Extension, a business combination, or otherwise will depend on a
number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Extension, business
combination, or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any equity issuances issued
within the same taxable year of any such redemptions or repurchases, and (iv) the content of regulations and other guidance from
the Treasury. Finally, based on recently issued interim guidance from the Internal Revenue Service and Treasury, subject to certain exceptions,
the Excise Tax should not apply in the event of our liquidation.
For the avoidance of
doubt, the proceeds placed in the Company’s trust account for the benefit of the public holders of the Company’s common stock,
par value $0.0001 per share (“Public Shares”) and the interest earned thereon shall not be used to pay for any
Excise Tax in connection with any redemptions of the Company’s Public Shares prior to or in connection with an extension or its
initial business combination.
Forward-Looking Statements
This Current Report on
Form 8-K (this “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with
the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with
respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the
Solicitation
The Company and its directors,
executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of
proxies from the securityholders of the Company in favor of the approval of the Extension. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement,
which may be obtained free of charge from the sources indicated below.
No Offer or Solicitation
This Report shall not
constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act or an exemption therefrom.
Additional Information
and Where to Find It
The Company urges
investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company
with the SEC, because these documents will contain important information about the Company and the Extension. Stockholders may
obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a
request to the Company’s proxy solicitor, Advantage Proxy, Inc., PO Box 10904 Yakima, WA 98909, Attn: Karen Smith, Toll Free
Telephone: (877) 870-8565, Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.