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Item 5. Market for Registrant’s Common Equity

2023-04-14 compared with 2022-03-31 · 13 added, 145 removed, 7 unchanged (96% of the section changed)

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our units, Class A ordinary shares and warrants are listed on the Nasdaq Global Market under the symbols VHNAU,

VHNA and VHNAW, respectively.

As of March 21, 2022, there was one holder of record of our units, one holder of record of our Class A ordinary shares, two holders

of record of our Class B ordinary shares and two holders of record of our warrants.

The number of holders of record does not include a substantially greater number of street name holders or beneficial holders whose units,

Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

Recent Sales of Unregistered

Our units, Class A ordinary shares and warrants are listed on the Nasdaq Global Market under the symbols “VHNAU,” “VHNA” and “VHNAW”, respectively.

As of March 21, 2023, there was one holder of record of our units, one holder of record of our Class A ordinary shares, two holders of record of our Class B ordinary shares and two holders of record of our warrants.

The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

Unregistered Sales

The sales of the Founder Shares and Private Placement Warrants to our sponsor and our initial shareholders as described herein were deemed to

be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

The sales of the Founder Shares and Private Placement Warrants to our sponsor and our initial shareholders as described herein were deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

Use of Proceeds

On November 22,

2021, our registration statement on Form S-l (File No.

333-260748) was declared effective by the SEC, and on November 23, 2021, the Company subsequently filed

a registration statement on Form S-1 (File No.

On November 22, 2021, our registration statement on Form S-l (File No.

333-260748) was declared effective by the SEC, and on November 23, 2021, the Company subsequently filed a registration statement on Form S-1 (File No.

333-261290) pursuant to Rule 462(b) under the Securities Act, which was effective immediately upon filing.

November 29, 2021 we consummated our Public Offering of 20,010,000 units, including the issuance of 2,610,000 units as a result of the underwriters full exercise of their over-allotment option, at an offering price to the public of $10.00

per unit for an aggregate offering price of $200,100,000.

On November 29, 2021 we consummated our Public Offering of 20,010,000 units, including the issuance of 2,610,000 units as a result of the underwriters’ full exercise of their over-allotment option, at an offering price to the public of $10.00 per unit for an aggregate offering price of $200,100,000.

Each unit consists of one Class A ordinary share and one-half of one Warrant.

Each whole Warrant entitles the holder thereof to purchase one

Class A ordinary share at a price of $11.50 per share.

A total of $204,102,000, comprised of $195,463,500 of the proceeds from the Public Offering

(which amount includes the deferred underwriting fee of $6,525,000) and $8,638,500 of the proceeds of the sale of the Private Placement Warrants, was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting

Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share.

A total of $204,102,000, comprised of $195,463,500 of the proceeds from the Public Offering (which amount includes the deferred underwriting fee of $6,525,000) and $8,638,500 of the proceeds of the sale of the Private Placement Warrants, was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

In addition, the underwriters agreed to defer approximately $6,525,000 in underwriting discounts, which amount will be payable when and if a business combination is consummated.

No payments were made by us to directors, officers or

persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates.

There has been no material change in the planned use of proceeds from the Public Offering as described in our final prospectus dated

November 24, 2021, which was filed with the SEC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of the Companys 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.

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.

We are a blank check company formed under the

laws of the British Virgin Islands on April 22, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

effectuate our Business Combination using cash from the proceeds of the Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business

Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date.

Our only activities from inception through December 31, 2021 were

organizational activities and those necessary to prepare for the Public Offering, described below.

We do not expect to generate any operating revenues until after the completion of our initial Business Combination.

We expect to generate non-operating income in the form of interest income on marketable securities held after the Public Offering.

We expect that we will incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the period from April 22, 2021 (inception) through December 31, 2021, we had a net loss of $215,218, which consisted primarily of formation and

operating expenses.

Liquidity and Capital Resources

As of December 31, 2021, we had cash of $935,802.

Until the consummation of the Public Offering, our only source of liquidity was an initial purchase of

ordinary shares by our sponsor and loans from our sponsor.

On November 29, 2021, we consummated the Public Offering of 20,010,000 Units, at a price

of $10.00 per Unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 2,610,000 Units, generating gross proceeds of $200,100,000.

Simultaneously with the closing of the Public Offering, we

consummated the sale of 8,638,500 Private Placement Warrants to our sponsor at a price of $1.00 per Private Placement Warrant generating gross proceeds of $8,638,500.

Following the Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $204,102,000 was

placed in the Trust Account.

We incurred $11,274,404 in transaction costs, including $3,480,000 of underwriting fees, $6,525,000 of deferred underwriting fees and $645,904 of other offering costs.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less

deferred underwriting commissions and income taxes payable), to complete our Business Combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining

proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target

businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

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 a mutually agreed amount 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 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.

Going Concern

In connection with the Companys

assessment of going concern considerations in accordance with Account Standards Update (ASU) 2014-15, Disclosures of Uncertainties about an Entitys Ability to Continue as a Going

Concern, management has determined that the business combination period is less than one year from the date of the issuance of the financial statements.

There is no assurance that the Companys plans to consummate a business combination

will be successful within the business combination period.

As a result, there is substantial doubt that the Company can sustain operations for a period of at least one year from the issuance date of the financial statements.

The financial statements

do not include any adjustments that might result from the outcome of the uncertainty.

Off-Balance Sheet

Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance

sheet arrangements as of December 31, 2021.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been

established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any

special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our sponsor a monthly fee of $20,000 for office space, utilities, and secretarial and administrative support services.

November 22, 2021, we entered into an Administrative Services Agreement with our sponsor, pursuant to which we agreed to pay our sponsor a monthly fee of $10,000.

On March 11, 2022, we entered into the Amended and Restated Administrative

Services Agreement, pursuant to which the monthly fee was increased to $20,000.

This change was applied retroactively for the months of November and December.

We will continue to incur these fees monthly until the earlier of the completion of our

business combination and our liquidation.

The underwriters are entitled to a deferred fee of $0.30 per unit, or $6,525,000 in the aggregate.

fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of

financial statements and related disclosures in conformity with generally accepted accounting principles in the United States of America 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.

Class A ordinary shares subject to possible redemption

We account for ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 Distinguishing Liabilities from

Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that

are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Companys control) are classified as temporary equity.

At all other times, ordinary shares are classified as

shareholders equity.

The Companys ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Companys control and subject to the occurrence of uncertain future events.

Accordingly, at

December 31, 2021, the ordinary shares subject to possible redemption in the amount of $204,102,000 are presented as temporary equity, outside of the shareholders equity section of the Companys balance sheet.

Net Loss per Ordinary Share

The Company complies with

accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share.

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period.

associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with (i) the Public Offering, and

(ii) the sale of Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events.

The Company did not include any dilutive securities or other contracts that could, potentially, be exercised or

converted into ordinary shares and then share in the earnings of the Company because to do so would be anti-dilutive as the Company had a loss for the period.

As a result, diluted net loss per ordinary share is the same as basic net loss per

ordinary share for the periods presented.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on

our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we are not required to provide the information called for by this Item.

No payments were made by us to directors, officers or persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates.

There has been no material change in the planned use of proceeds from the Public Offering as described in our final prospectus dated November 24, 2021, which was filed with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity