| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
On March 21, 2022, the Company entered into subscription agreements with several lenders for a loan of up to $4,000,000, in the aggregate
(the “Subscription Agreements”). Pursuant to the Subscription Agreement, the Company issued a series of unsecured senior promissory
notes in the aggregate principal amount of up to $4,000,000 (the “Notes”) to the subscribers. The subscribers for the Notes
are affiliated with the Company’s Sponsor, Viveon Health LLC. Up to $400,000 of the principal amount of the Notes is being funded
by Rom Papadopoulos, the Chief Financial Officer of the Company.
The Notes do not bear interest and mature upon
the earlier of (i) the closing of the Company’s initial business combination, and (ii) December 31, 2022 (the “Maturity Date”).
The Notes provide for a credit line up to the maximum amount of $4,000,000. The Company will not have the right to re-borrow any portion
of any loans made under the Notes once repaid. A commitment fee in the amount of $400,000, equal to 10% of the maximum principal amount
of the Note, shall be paid to the subscribers, on a pro rata basis, by the Company promptly following the initial funding. In the event
that the Company does not consummate a business combination by the Maturity Date, the Notes will be repaid only from amounts remaining
outside of the Company’s trust account, if any.
Pursuant to the terms of the Subscription Agreements,
the subscribers shall receive warrants to purchase one share of Company common stock for every $2.00 of the funded principal amount of
the Notes up to 2,000,000 shares of the Company common stock, in the aggregate, at an exercise price of $11.50 per share, subject to adjustment
(the “Warrants”). The Warrant term commences on the Exercise Date (as hereinafter defined) for a period of 49 months. The
Warrants are exercisable commencing on the date of the initial business combination (the “Exercise Date”) and have a cashless
exercise feature that is available at any time on or after the Exercise Date. Commencing on the date 13 months following the Exercise
Date, the subscribers have the right, but not the obligation, to put the Warrants to the Company at a purchase price of $5.00 per share.
The Company has agreed to file, within thirty (30) calendar days after the consummation of an initial business combination, a registration
statement with the Securities and Exchange Commission to register for resale the shares of common stock underlying the Warrants.
As of March 21, 2022, an initial
amount of $2,700,000 has been drawn down from the Notes. $720,000 of the loan proceeds has been deposited into the Company’s trust
account in connection with extending the business combination completion window from March 28, 2022 until June 28, 2022 (the “Extended
Date”). After the Extended Date, if the Company elects to continue to extend such date until December 28, 2022 (the “Final
Extension Date”), the Company shall make a monthly deposit of $240,000 into the trust account each month for each monthly period,
or portion thereof, until the Final Extension Date.
The entry into the Subscription
Agreement and the terms of the Notes and Warrants was approved by the Audit Committee of the Board of Directors of the Company at a meeting
held on March 21, 2022.
The foregoing description of the Note, the Warrant
and the Subscription Agreement is qualified in its entirety by reference to the full text of the Note, the Warrant and the Subscription
Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively,
and is incorporated herein by reference.