VHAQ Viveon Health Acquisition Corp

PROXY STATEMENT

VIVEON HEALTH ACQUISITION CORP., (the “Company,” “Viveon,” “we,” “us” or “our”), a Delaware corporation, is providing this proxy statement in connection with the solicitation by the Company’s Board of Directors of proxies to be voted at the Special Meeting to be held at 10:30 a.m. ET on June 22, 2023. Stockholders will NOT be able to attend the Special Meeting in-person. This proxy statement includes instructions on how to access the Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. The Company will be holding the Special Meeting in a virtual meeting format at https://www.cstproxy.com/viveon/2023 and via teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada:1-800-450-7155 (toll-free)

Outside of the U.S. and Canada: + 1 857-999-9155

(standard rates apply)

Conference ID: 6301324#

The Special Meeting will be held for the sole purpose of considering and voting upon:

On April 6, 2023, the Company announced that it entered into a definitive agreement to acquire Clearday (the “Business Combination”). If the Business Combination is approved at a special meeting for such purpose, the Company would consummate the Business Combination shortly thereafter.

The purpose of the Third Extension Proposal and the Trust Amendment Proposal is to allow the Company additional time to complete the proposed Business Combination. The Company’s Amended Charter provides that the Company has until the June 30, 2023 (the “June Termination Date”) to complete an initial business combination. The Company will not have sufficient time by the June Termination Date to consummate the proposed Business Combination. As a result, the Company’s board of directors believes that it is in the best interests of its stockholders to again extend the date that the Company has to consummate an initial business combination. If the Third Extension Proposal and the Trust Amendment Proposal are approved, the Company would have up to March 31, 2024 to consummate the proposed Business Combination or any potential alternative initial business combination.

The Company has agreed that if the Third Extension Proposal and the Trust Amendment Proposal are approved, then, prior to filing the Third Extension Amendment, it will make an initial deposit (each deposit being referred to herein as a “Deposit”) into the Trust Account of $85,000 to initially extend the date by which the Company can complete an initial business combination by one month to July 31, 2023. Thereafter, the Company shall deposit $85,000 for each monthly period, or portion thereof, that is needed by the Company to complete an initial business combination on or prior to the December 31, 2023. If the Company determines to further extend the date to consummate an initial business combination on a monthly basis for another three months from January 1, 2024 through March 31, 2024, the Company will not make any additional monthly deposits during such three month period.

Under NYSE American Rules Section 119(b), within 36 months of the effectiveness of the initial public offering registration statement for a SPAC, or such shorter period that the company specifies in its registration statement, the company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the deposit account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the deposit account) at the time of the agreement to enter into the initial business combination. As a result, if we are unable to complete our initial business combination by December 22, 2023 (36 months after the effectiveness of the registration statement for our IPO), our securities will be suspended from listing on or about such date, and may be subject to delisting, unless we can successfully appeal a delisting determination. If the Company determines that it needs additional time to consummate an initial business combination beyond December 22, 2023 the Company, in its sole discretion and without seeking additional approval from its stockholders, may further extend the date to consummate an initial business combination on a monthly basis from January 1, 2024 through March 31, 2024 without making any additional monthly deposits into the Trust Account for such further extension period, even if its securities may be subject to delisting by the NYSE.

If the Company does not have the funds necessary to make the Deposit referred to above, Viveon Health LLC (the “Sponsor”) has agreed that it and/or any of its affiliates or designees will contribute to the Company as a loan (the Sponsor, affiliate or designee making the loan being referred to herein as a “Contributor” and each loan being referred to herein as a “Contribution”) the amounts described above for the Company to Deposit. Each Deposit or Contribution will be placed in the Trust Account no less than one calendar day prior to the beginning of such monthly period. If such Deposits or Contributions are not timely made, the Company must either (i) consummate an initial business combination prior to the next monthly period, or (ii) wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Third Extension Proposal and the Trust Amendment Proposal are not approved.

No Deposit or Contribution will be made unless the Third Extension Proposal and the Trust Amendment Proposal are approved and the Company determines to file the Third Extension Amendment. The Contribution(s) will be repayable by the Company to the Contributor(s) upon consummation of the proposed Business Combination or a potential alternative initial business combination. The loans will be forgiven if the Company is unable to consummate the proposed Business Combination or a potential alternative initial business combination, except to the extent of any funds held outside of the Trust Account. The Company will have the sole discretion whether to extend for additional monthly periods after the June Termination Date. If prior to December 31, 2023, the Company determines not to extend for additional monthly periods through December 31, 2023, the obligation to make additional Deposits or Contributions will terminate. If this occurs, or if the Company’s board of directors otherwise determines that the Company will not be able to consummate the proposed Business Combination, or a potential alternative initial business combination by the Third Extended Date, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Third Extension Proposal and the Trust Amendment Proposal are not approved.

If the Third Extension Proposal is approved and the Third Extension Amendment is filed and the Company takes the full time through the Third Extended Date to complete an initial business combination, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be greater than the current redemption amount of $10.93 per share. The exact per share amount will be determined after the Special Meeting, and depend upon the amount of redemptions in connection with the Third Extension Amendment.

The Company’s board of directors has fixed the close of business on May 4, 2023 as the record date for determining the Company’s stockholders entitled to receive notice of and to vote at the Special Meeting and any adjournment thereof (the “Record Date”). On the Record Date, there were 6,876,024 outstanding shares of Company common stock, including 1,844,774 outstanding public shares. The Company’s warrants and rights do not have voting rights. Only holders of record of the Company’s common stock on the Record Date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

This proxy statement contains important information about the Special Meeting, the Third Extension Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Please read it carefully and vote your shares.

This proxy statement, together with the proxy card is first being mailed to stockholders on or about June 2, 2023.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should carefully read the entire document, including the annexes to this proxy statement.

FORWARD-LOOKING STATEMENTS

We believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the Trust Account, unanticipated delays in the distribution of the funds from the Trust Account and the Company’s ability to finance and consummate a business combination following the distribution of funds from the Trust Account. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

BACKGROUND

The Company

We are a Delaware company incorporated on August 7, 2020 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

In December 2020, we consummated our IPO of 20,125,000 units, including 2,625,000 units that were subject to the underwriters’ over-allotment option, with each unit consisting of one share of common stock and one redeemable warrant, with each warrant to purchase one half of a share of common stock, and one right to receive one-twentieth (1/20) of a share of common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $201,250,000.

Prior to our IPO, we issued an aggregate of 5,031,250 insider shares for an aggregate purchase price of $25,000 to our Sponsor. Simultaneous with the consummation of the IPO, we consummated the private placement of an aggregate of 18,000,000 private warrants at a price of $0.50 per private warrant, generating total proceeds of $9,000,000 to our Sponsor. Our Sponsor is not, is not controlled by, and does not have substantial ties with a foreign person and therefore will not be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS).

In March 2022, our shareholders approved an amendment to our Amended Charter to extend the date by which we could consummate a business combination through December 2022. Holders representing 15,092,126 public shares redeemed their shares in connection with the amendment resulting in approximately $51,554,623 in our Trust Account.

In December 2022, our shareholders approved an amendment to our Amended Charter to extend the date by which we could consummate a business combination through June 2023. Holders representing 3,188,100 public shares redeemed their shares in connection with the amendment resulting in approximately $19,816,456 remaining in our Trust Account.

On April 6, 2023, the Company announced that it entered into a definitive agreement to acquire Clearday. If the Business Combination is approved at a special meeting of the shareholders of the Company, the Company would consummate the Business Combination shortly thereafter.

The Company’s principal executive office is located at c/o Gibson, Deal & Fletcher, PC, Spalding Exchange, 3953 Holcomb Bridge Road, Suite 200, Norcross Georgia 30092.

RISKS RELATED TO BEING DEEMED AN INVESTMENT COMPANY

 If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate the Business Combination and liquidate the Company.

The Company could potentially be subject to the Investment Company Act and the regulations thereunder. There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC that may not complete its initial business combination within 24 months after the effective date of the IPO Registration Statement. We entered into the business combination agreement with Clearday on April 6, 2023, which was more than 24 months after the effective date of our IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we instructed the trustee to liquidate the securities held in the Trust Account prior to December 22, 2022, and instead hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since the closing of our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed the trustee, with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account prior to December 22, 2022, and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation and transfer of the funds in the Trust Account to cash, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted.

In addition, even prior to the 24-month anniversary (December 22, 2022) of the effective date of the IPO Registration Statement, we may have been deemed to be an investment company. The longer that the funds in the Trust Account were held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, in an attempt to mitigate the risk, we instructed the trustee to liquidate the securities held in the Trust Account prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash. As a result, we would likely receive minimal interest, if any, on the funds still held in the Trust Account that would be available to our public stockholder upon any redemption or liquidation of the Company.

Risk of not Completing a Business Combination

We may not be able to complete our Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive approximately $10.93 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our Charter provides that we must complete our Business Combination by the June Termination Date. In connection with the Special Meeting, you are being asked to consider and vote upon the Third Extension Proposal to amend the Company’s Amended Charter in order to, among other things, extend the June Termination Date for additional one month periods, until the Third Extended Date. We may not be able to complete our Business Combination by the Third Extended Date. Our ability to complete our Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If we have not completed our Business Combination by the June Termination Date or by the Third Extended Date (if the Third Extension Proposal and the Trust Amendment Proposal are approved), then we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of Common Stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Under NYSE American Rules Section 119(b), within 36 months of the effectiveness of the initial public offering registration statement for a SPAC, or such shorter period that the company specifies in its registration statement, the company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the deposit account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the deposit account) at the time of the agreement to enter into the initial business combination. As a result, if we are unable to complete our business combination by December 22, 2023, our securities will be suspended from listing on or about such date and may be subject to delisting, unless we can successfully appeal such delisting determination. If we are unable to consummate the Business Combination with Clearday, or an alternative initial business combination, we will be forced to cease all operations, except for winding up and liquidate the Trust Account.

Holders of rights or warrants will receive no proceeds in connection with the liquidation with respect to such rights or warrants, which will expire worthless In such case, our public stockholders may only receive approximately $10.93 per share. In certain circumstances, our public stockholders may receive less than $10.93 per share on the redemption of their shares. This will also cause you to lose the investment opportunity to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

Risk of Being Subject to U.S. Foreign Investment Regulations and Review by a U.S. Government Entity

We may not be able to complete an Initial Business Combination with a U.S. target company if such Business Combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

We have no reason to believe that when we consummate an Business Combination that the post-combination company will be considered a “foreign person” under the regulations administered by CFIUS. However, if our Business Combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, this could delay us in consummating our Business Combination. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain Business Combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete an Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete our Business Combination by the June Termination Date (or the Third Extended Date, if our time to complete a business combination is extended as described herein) due to the passage of time relating to any governmental review, or because any such review process drags on beyond such timeframe, or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. In such situation, the Company would (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding shares of Common Stock, at a per-share of Common Stock price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then outstanding shares of Common Stock, which redemption will completely extinguish public stockholders’ rights as holders of shares of Common Stock (including the right to receive further liquidation distributions, if any), subject to applicable law.

As promptly as reasonably possible following such redemption, the Company would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If we liquidate, our public stockholders may only receive approximately $10.93 per share. This will also cause you to lose the opportunity realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.