Form 10-K/A Ventoux CCM Acquisition For: Dec 31

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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 2)

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31,
2020

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________
to ________________

 

Commission file number: 001-39830

 

VENTOUX
CCM ACQUISITION CORP.

(Exact name of registrant as specified
in its charter)

 

Delaware   84-2968594
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)
     
1 East
Putnam Avenue, Floor 4

Greenwich, CT
  06830
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including
area code: (646) 465-9000

 

Securities registered pursuant to Section 12(b) of
the Act:

 

Title of Each
Class
  Trading Symbol   Name of Each
Exchange on Which Registered
Common Stock   VTAQ   The Nasdaq Stock Market LLC
Warrants   VTAQW   The Nasdaq Stock Market LLC
Rights   VTAQR   The Nasdaq Stock Market LLC
Units   VTAQU   The Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of
the Act:  None.

 

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

 

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐  No ☒

 

Indicate by check mark whether the registrant (1) has
filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  ☒ No ☐

 

Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

 

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer  Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report
on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

 

As of June 30, 2020, the last business day of the registrant’s
most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s
units began trading on The Nasdaq Stock Market LLC on December 24, 2020, and the registrant’s common stock, warrants and
rights began trading on The Nasdaq Stock Market LLC on February 5, 2021.

 

The number of shares outstanding of the registrant’s
shares of common stock as of December 3, 2021 was 21,562,500.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

VENTOUX CCM ACQUISITION CORP.

 

 

 

EXPLANATORY NOTE

 

References throughout this Amendment No.
2 to the Annual Report on Form 10-K to “we,” “us,” the “Company” or “our company” are
to Ventoux CCM Acquisition Corp. unless the context otherwise indicates.

 

This Amendment No. 2 (“Amendment No.
2”) to the Annual Report on Form 10-K/A amends Amendment No. 1 to the Annual Report on Form 10-K/A of Ventoux CCM Acquisition Corp.,
as of and for the period ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on June 22,
2021 (the “First Amended Filing”).

 

The Company has re-evaluated the Company’s
application of ASC 480-10-S99-3A to its accounting classification of the redeemable common stock, par value $0.0001 per share (the “Public
Shares”), issued as part of the units sold in the Company’s initial public offering (the “initial public offering”)
on December 30, 2020. Historically, a portion of the Public Shares were classified as permanent equity to maintain stockholders’
equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net
tangible assets to be less than $5,000,001, as described in the Company’s amended and restated certificate of incorporation (the
“Charter”). Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible
assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible
assets. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions
that require classification of all of the Public Shares as temporary equity. In addition, in connection with the change in presentation
for the Public Shares, the Company determined it should restate its earnings per share calculation to allocate income and losses shared
pro rata between the two classes of common stock. This presentation contemplates a Business Combination as the most likely outcome, in
which case, both classes of common stock share pro rata in the income and losses of the Company.

 

On December 2, 2021, the Audit Committee of the
Board of Directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management
that the Company’s previously issued (i) audited balance sheet as of December 30, 2020 (the “Post IPO Balance Sheet”),
(ii) audited financial statements as of December 30, 2020 and for the year ended December 31, 2020 (the “FY 2020 Financial Statements”)
included in the 2020 Form 10-K/A No. 1; (iii) unaudited interim financial statements as of and for the quarterly period ended March 31,
2021 (the “Q1 2021 Financial Statements”) included in the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2021, filed with the SEC on June 22, 2021; and (iv) unaudited interim financial statements as of and for the three
and six months ended June 30, 2021 (the “Q2 2021 Financial Statements”) included in the Company’s Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 (collectively, the “Affected Periods”),
should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate
its financial statements for the Affected Periods. The Post IPO Balance Sheet and the FY 2020 Financial Statements are being restated
in this Amendment No. 2 and the Q1 2021 Financial Statements and Q2 2021 Financial Statements will be restated in an amendment to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3
Form 10-Q/A”).

 

The restatement does not have an impact on
the Company’s cash position.

 

The Company’s management has concluded
that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure
controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described
in Item 9A.

 

For the convenience of the reader, this Amendment
sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Form 10-K/A to
update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following
items have been amended as a result of the restatement:

 

Part II, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations

 

Part II, Item 8. Financial
Statements and Supplementary Data

 

Part II, Item 9A Controls
and Procedures

 

Part IV, Item 15. Exhibit
and Financial statement Schedules

 

In addition, the Company’s Chief Executive
Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Amendment
No. 2 (Exhibits 31.1, 31.2, 32.1 and 32.2).

 

Except as described above, no other information
included in the Annual Report on Form 10-K of Ventoux CCM Acquisition Corp., as of and for the period ended December 31, 2020, as filed
with the SEC on March 30, 2021 (the “Original Filing”) or the First Amended Filing is being amended or updated by this Amendment
No. 2 and, other than as described herein, this Amendment No. 2 does not purport to reflect any information or events subsequent to the
Original Filing or the First Amended Filing. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods
affected by the restatement or the Current Report on Form 8-K with which the Post IPO Balance Sheet was originally filed as an exhibit. This
Amendment No. 2 continues to describe the conditions as of the date of the Original Filing or the First Amended Filing and, except as
expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing or the First
Amended Filing.

 

 

FORWARD LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical
are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our
management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

 

  our ability to complete our initial business combination, particularly
in light of disruption that may result from limitations imposed by the COVID-19 pandemic;
     
  our success in retaining or recruiting, or changes required
in, our officers, key employees or directors following our initial business combination;
     
  our officers and directors allocating their time to other businesses
and potentially having conflicts of interest with our business or in approving our initial business combination, as a result
of which they would then receive expense reimbursements and other benefits;
     
  our potential ability to obtain additional financing to complete
our initial business combination;
     
  our pool of prospective target businesses;
     
  the ability of our officers and directors to generate a number
of potential investment opportunities;
     
  the delisting of our securities from Nasdaq or an inability
to have our securities listed on Nasdaq following a business combination;
     
  our potential change in control if we acquire one or more target
businesses for stock;
     
  the potential liquidity and trading of our securities;
     
  the lack of a market for our securities;
     
  use of proceeds not held in the trust account or available to
us from interest income on the trust account balance; or
     
  our financial performance.

 

The forward-looking statements contained
in this report are based on our current expectations and beliefs concerning future developments and their potential effects on
us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”
in our filings from time to time with the United States Securities and Exchange Commission (the “SEC”). Should one
or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously
disclosed projections are no longer reasonably attainable. 

 

 

part
I

 

 

Introduction

 

Ventoux CCM Acquisition Corp. (the “Company”)
is a blank check company formed under the laws of the State of Delaware on July 10, 2019. We were formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,
which we refer to herein as our “initial business combination.” While we may pursue an initial business combination
in any region or sector, we intend to focus our efforts on businesses in North America within the hospitality, leisure, travel
and dining sectors with an emphasis on consumer branded businesses that have attractive growth characteristics. In addition, we
intend to pursue technology companies operating in these sectors, such as business and consumer services and infrastructure. However,
we do not intend to invest in businesses with large exposure to investments in physical real estate.

 

We intend to focus on established and
high-growth businesses that have an aggregate enterprise value of approximately $500 million to $2.0 billion and would benefit
from access to public markets and the operational and strategic expertise of our management team and board of directors. We will
seek to capitalize on the significant experience of our management team in consummating an initial business combination with the
ultimate goal of pursuing attractive returns for our stockholders.

 

On December 30, 2020, the Company consummated
the IPO of 15,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common
Stock”), one right entitling the holder thereof to receive one-twentieth (1/20) of one share of Common Stock upon the consummation
of an initial business combination, and one warrant entitling the holder thereof to purchase one-half (1/2) of one share of Common
Stock at a price of $11.50 per whole share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds
of $150,000,000.

 

On December 30, 2020, simultaneously with
the consummation of the IPO, the Company consummated the private placement with initial stockholders of the Company of 6,000,000
warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant, generating total proceeds of $6,000,000.
The Private Warrants are identical to the warrants sold as part of the public Units in the IPO except that (i) each Private Warrant
is exercisable for one share of Common Stock at an exercise price of $11.50 per share, and (ii) the Private Warrants will be non-redeemable
and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their
permitted transferees. Such initial purchasers were granted certain demand and piggyback registration rights in connection with
the purchase of the Private Warrants.

 

On December 29, 2020, the underwriters
exercised their over-allotment option in full. The closing of the issuance and sale of the additional Units (the “Over-Allotment
Option Units”) occurred on January 5, 2021. The total aggregate issuance by the Company of 2,250,000 Units at a price of
$10.00 per Unit resulted in total gross proceeds of $22,500,000. On January 5, 2021, simultaneously with the sale of the Over-Allotment
Option Units, the Company consummated the private sale of an additional 675,000 Private Warrants, generating gross proceeds of
$675,000.

 

A total of $174,225,000 of the net proceeds
from the IPO (including the Over-Allotment Option Units) and the private placements on December 30, 2020 and January 5, 2021 were
deposited in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, established
for the benefit of the Company’s public stockholders. None of the funds held in trust will be released from the trust account,
other than to pay our income or other tax obligations until the earlier of (i) the consummation of the Company’s initial
business combination, (ii) the Company’s failure to consummate a business combination within 15 months (or up to 18
months if we have extended the period of time) from the closing of the IPO, and (iii) the redemption of any public shares properly
submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation
(A) to modify the substance or timing of the ability of holders of the Company’s public shares to seek redemption in
connection with the Company’s initial business combination or the Company’s obligation to redeem 100% of its public
shares if the Company does not complete its initial business combination within 15 months (or up to 18 months if we have extended
the period of time) from the closing of the IPO or (B) with respect to any other provision relating to stockholders’
rights or pre-business combination activity.

 

 

Our Co-Sponsors, Management, Board
of Directors and Competitive Advantages

 

As we search for a prospective target
company or business, we intend to leverage the multiple decades of combined investment experience, successful Special Purpose
Acquisition Company, or SPAC, execution experience and the expansive network of relationships of the principals and affiliates
of our co-sponsors, Ventoux Acquisition Holdings LLC (“Ventoux Acquisition”) and Chardan International Investments,
LLC (“Chardan Investments”). Our management team, led by co-founders Mr. Edward Scheetz and Mr. Matthew MacDonald,
has a combined 40 years of hospitality and investment experience. Together with our management team, Chardan Investments and
its affiliate, Chardan Capital Markets, LLC (“Chardan” or “Chardan Capital Markets”), our board of directors
and our Senior Advisor, Mr. Robert Martin, we are confident that the combined experience makes us well situated to identify, source,
negotiate and execute an initial business combination in the hospitality, leisure, travel and dining sectors.

 

Mr. Scheetz is our co-founder, Chief Executive
Officer and Chairman of the board of directors. Mr. Scheetz has over thirty years of experience as a leader and innovator in real
estate, hospitality and leisure investments. He has been involved in numerous public companies including the leadership of several
initial public offerings during his career. Mr. Scheetz was a partner at Apollo Management where he was the co-head of Apollo
Real Estate Advisors and raised, invested and managed their first three real estate funds. Mr. Scheetz was co-founder and co-CEO
of NorthStar Capital Investment Corporation, and he was also the co-founder and Executive Chairman of NorthStar Realty Finance
Corp. (NYSE: NRF), which he successfully took public in 2004. In 2005, Mr. Scheetz became the Chief Executive Officer of Morgans
Hotel Group Co. (NASDAQ: MHGC), which he took public in 2006. Morgans was the developer, owner and operator of such iconic hotel
properties as Delano and Shore Club in Miami, Mondrian in Los Angeles, Morgans, Royalton, Paramount and Hudson in New York, and
Sanderson and St. Martin’s Lane in London.

 

In 2010, Mr. Scheetz founded Chelsea Hotels
which had properties in Manhattan (including the renowned Hotel Chelsea), Brooklyn, Montauk, Miami, and Chicago. Mr. Scheetz successfully
sold Chelsea Hotels in 2016. Throughout his career, Mr. Scheetz has acquired and invested in excess of $10 billion in private
companies.

 

Mr. MacDonald is our co-founder, Chief
Financial Officer and Secretary, and has over a decade of experience in real estate, hospitality and leisure investments at public
companies and private equity-backed ventures. Mr. MacDonald was responsible for corporate M&A transaction activity at Hyatt
Hotel Corporation (NYSE: H), where, as part of Hyatt’s global platform, he oversaw M&A investments and underwrote public
and private companies within the broader hotel and leisure sectors. Mr. MacDonald joined Hyatt in 2017 through Hyatt’s acquisition
of Miraval Group, a KSL Capital portfolio company. In 2018, Mr. MacDonald led the company’s $450 million acquisition of
Two Roads Hospitality, which included management contracts for 75 hotel properties across five hotel brands in 23 global markets;
the acquisition anchored Hyatt’s Global Lifestyle Division. Additionally, Mr. MacDonald led the development of two of Hyatt’s
brands in the wellness space, Miraval and Exhale. With respect to Exhale, Mr. MacDonald led strategic consideration, due diligence
and acquisition of the 25-unit spa and class-based fitness company for Hyatt’s Wellness platform, and subsequently led integration
of the company, units and 1,000 employees into Hyatt. Mr. MacDonald joined Miraval and KSL in 2016. Prior to 2016, Mr. MacDonald
was in the Real Estate Investment Management and Acquisitions group at Starwood Hotels & Resorts (NYSE: HOT).

 

Mr. Strasbourger is our Chief Operating
Officer, and has over a decade of experience in venture and private equity backed entertainment, hospitality, travel and real
estate technology companies as a founder, operator, and board member. Mr. Strasbourger most recently was responsible for strategic
partnerships and corporate development at Convene, and has overseen revenue, marketing, and digital at previous companies. Leveraging
his financial background, Mr. Strasbourger takes a revenue and ROI generating lens across strategy, business development, product
and growth marketing. Prior to his work as a technology executive, Mr. Strasbourger worked in the Emerging Markets Fixed Income
group at Barclays Capital (NYSE: BCS).

 

Mr. Phatak is our Chief Investment Officer,
and has over 17 years of experience in various finance and direct investment roles on Wall Street. Mr. Phatak founded his own
investment firm, Tappan Street Partners LLC, where he has led a research driven investment process for a number of private funds
over the past nine years. Additionally, Mr. Phatak was a Partner at Markley Capital Management from 2019 to 2020. Prior to Tappan
Street, Mr. Phatak developed his investment expertise as a member of the US investment team at Eton Park Capital Management from
2005 to 2011, helping to deploy approximately $5 billion of capital as part of a six-member team. During his career, Mr. Phatak
has underwritten investments in a variety of different sectors, including gaming, hospitality, and leisure. Mr. Phatak began his
career at the Blackstone Group (NYSE: BX) as an analyst in the Restructuring and Reorganization Advisory group from 2003 to 2005,
and later as a private equity associate at Madison Dearborn Partners during 2005.

 

 

Our management team is supported by Chardan
Capital Markets’ team of investment banking professionals who each possess extensive experience in corporate finance, mergers
and acquisitions, equity and debt capital markets, strategic consulting and operations. Mr. Jonas Grossman, Partner and President
of Chardan Capital Markets, and Mr. Alex Weil, co-head of FinTech Investment Banking at Chardan Capital Markets, each serve on
our board of directors. We believe Chardan’s decades of successfully executing SPAC and M&A transactions benefit us,
complementing the deep sector expertise and expansive networks of Messrs. Scheetz and MacDonald, our board of directors and advisors.

 

Chardan has an extensive track record
in the SPAC market as underwriter, sponsor and advisor. Since 2004, Chardan has been lead or co-lead underwriter on 88 SPAC IPOs.
Since 2018, Chardan has been merger and acquisition advisor to sixteen SPACs, helping companies close transactions valued at approximately
$6.4 billion. Chardan-advised SPACs have targeted a wide range of industries, including life sciences, healthcare services, technology
hardware and software, financial technology, insurance, financial services, education, media & entertainment, industrials,
materials, consumer staples and energy. Chardan has advised SPACs targeting both global and regional markets as well as those
with more defined areas of focus in emerging and other geographic markets, including in North America. No Chardan advised or lead
underwritten SPAC has liquidated to-date. In addition to its active advisory and underwriting business, Chardan’s principals
have sponsored or co-sponsored twelve SPACs, six of which have closed successful business combinations, one of which has announced
a business combination, three of which are currently seeking an acquisition, and two of which have publicly filed.

 

Mr. Jonas Grossman is a partner, the President
and Head of Capital Markets for Chardan. Since 2003, Mr. Grossman has overseen the firm’s investment banking and capital
markets activities and initiatives. He has extensive transactional experience, having led or managed more than 400 transactions
during his tenure at Chardan. Mr. Grossman has nearly two decades of SPAC expertise. Mr. Grossman has provided underwriting and
business combination advisory services to more than 100 SPACs in a variety of industries. He has been a founder, CEO and President
of two SPACs, and holds the same positions in two SPACs that have publicly filed, Chardan NexTech Acquisition Corp and Chardan
NexTech Acquisition 2 Corp. He has also served as a nonexecutive board member of two additional SPACs. Mr. Grossman was the Chief
Executive Officer and President of Chardan Healthcare Acquisition Corp. from March 2018 until its merger in October 2019 with BiomX
(NYSE: PHGE). Mr. Grossman is currently a director of BiomX. Mr. Grossman was a director of LifeSci Acquisition Corp. from March
2020 until its merger in December 2020 with Vincera Pharma, Inc. (now Vincerx Pharma, Inc.) (NASDAQ: VINC). He currently serves
as Chief Executive Officer, President and a director of Chardan Healthcare Acquisition 2 Corp., which announced its merger with
Renovacor in March 2021.

 

Mr. Alex Weil is currently co-head of FinTech
investment banking at Chardan, and is CFO of Chardan NexTech Acquisition Corp and Chardan NexTech Acquisition 2 Corp. Mr. Weil
has spent his career, which spans over two decades, providing strategic advisory services to global companies, senior executives,
boards of directors, and investors. Mr. Weil’s background in strategic advisory work was built during his career at both
global companies, as a leader in Citi’s corporate strategy and M&A group, UBS Financial Institutions Group’s investment
bank, and General Electric’s corporate development group, and at boutique investment banking advisors, such as Lazard Middle
Market and William Blair. Mr. Weil has advised on billions of dollars of transactions ranging from corporate divestitures and spin
offs, innovative technology company acquisitions to larger, more complex M&A transactions. Mr. Weil has participated or led
a variety of transactions, such as: Genworth’s spin-off IPO from General Electric; Citi-related transactions including a
variety of technology and capital markets businesses (e.g. Lava Trading, Knight Options Market Making, and Automated Trading Desk)
along with the creation of Citi Holdings and subsequent sales of Nikko Asset Management and its subprime auto finance business;
Schwab’s acquisition of OptionsXpress; and CVC’s majority investment in Alix Partners. Mr. Weil’s extensive financial
and M&A expertise will help put us in a strong position to structure profitable investments.

 

We believe the partnership between Ventoux
Acquisition and Chardan offers investors a differentiated investment opportunity which brings together a management team with
deep and proven industry focus with one of the leading and most successful SPAC advisors that provides deep sector expertise,
an expansive network of relationships, and decades of M&A transaction experience.

 

Our board of directors includes Woodrow
(“Woody”) H. Levin, Julie Atkinson, Christian (“Chris”) Ahrens and Bernard Van der Lande.

 

 

Woody Levin is the founder, and has served
as Chief Executive Officer, of Extend, Inc., which offers an API-first solution for merchants to offer extended warranties and
protection plans, and 3.0 Capital GP, LLC, which is a multi-strategy crypto asset hedge fund. Mr. Levin also served as Vice President
of Growth at DocuSign, Inc. (NASDAQ: DOCU), which allows organizations to digitally prepare, sign, act on, and manage agreements.
In addition, Mr. Levin served as the founder and Chief Executive Officer of Estate Assist, Inc., a digital estate planning platform
until its acquisition, and of BringIt, Inc., a virtual currency casino and arcade until its acquisition. Mr. Levin served as Director
Emerging Business — Office of the CTO at International Game Technology PLC (NYSE: IGT), which manufactures and distributes
slot machines and other gaming technology. Mr. Levin serves a member of the board of directors of DraftKings Inc. (NASDAQ: DKNG)
and of Extend, Inc.

 

Julie Atkinson is the Chief Marketing
Officer for Founders Table Restaurant Group, which includes the Chopt and Dos Toros restaurant brands. She previously served as
Senior Vice President, Global Digital at Tory Burch LLC from January 2017 to May 2018. Prior to joining Tory Burch, Ms. Atkinson
served in various leadership roles at Starwood Hotels & Resorts Worldwide, Inc., most recently as Senior Vice President,
Global Digital from November 2014 to January 2017 and as Vice President of Global Online Distribution from September 2012 until
November 2014. Prior to joining Starwood, Ms. Atkinson held multiple roles at Travelocity including marketing and operations.
Ms. Atkinson is an accomplished digital, marketing, and technology executive with a 20-year track record of innovative and strategic
leadership for multiple global consumer brands. She also sits on the board of directors of Bright Horizons Family Solutions Inc.
(NYSE: BFAM).

 

Chris Ahrens is an Advisor with Certares,
a travel focused investment firm. Prior to joining Certares, he was a Managing Director of One Equity Partners (“OEP”),
the private equity investment arm of JPMorgan Chase. He was active in OEP’s travel industry, technology and healthcare investments.
Chris currently serves on the Board of Directors of Internova Travel Group, a leading premium corporate, leisure, franchise and
consortia travel company operating under a variety of diversified divisions and brands, including Tzell Travel, Protravel International,
Travel Leaders Network and Nexion.

 

Bernard Van der Lande is Managing Director
of Cindat, an international private equity investment platform for whom Mr. Van der Lande oversees US and European operations
as well as strategy and fund formation initiatives. Consistently in the vanguard of cross-border and digitized capital formation
strategies, Mr. Van der Lande has transacted on or recapitalized a variety of public and private investment vehicles. Bernard
Van der Lande was previously Managing Director of Easterly LLC, a private asset management holding company with interests in boutique
investment management firms. Previously, he was Managing Director of CBRE Capital Advisors, Inc., CBRE’s real estate investment
banking business, and Managing Director of Hodges Ward Elliott, another capital markets and investment banking business.

 

Mr. Robert Martin serves as a Senior Advisor
to the management team. Mr. Martin is a Vice Chairman in JLL’s New York office, where he leads a ten member brokerage, advisory
and consulting team that focuses on tenant representation in the New York Tri-state market. Mr. Martin is an accomplished real
estate professional, having completed transactions involving more than 50 million square feet over his 35-year real estate career.
Mr. Martin is also the principal and founder of RGM Holdings, a real estate investment firm that sources and invests in real estate
assets in the New York metro area. RGM Holdings is the General Partner in a portfolio of real estate investments comprising over
690,000 square feet and a value in excess of $1.3 billion. Mr. Martin is also an early investor in a variety of ventures, including
in the proptech and fintech sectors.

 

We believe the combined networks and relationships
of our management, directors and advisors will allow us to identify, source, underwrite, negotiate and execute an initial business
combination with a successful and fast-growing company within our target sector. Opportunities will be sourced through our established
and proprietary networks of senior executives, investors, investment banks, and advisors. With our focus on value creation, we
will be driven by a disciplined investment strategy that will conduct comprehensive due diligence, thorough underwriting and thoughtful
strategic analysis, to evaluate each investment opportunity.

 

With respect to the foregoing experiences
of our management, directors, and Chardan, past performance is not a guarantee (i) that we will be able to identify a suitable
candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate.
You should not rely on the historical record of our management’s, directors’, or Chardan’s performance as indicative
of our future performance.

 

 

Industry Opportunity

 

We intend to identify and acquire a business
within the hospitality, leisure, travel and dining sectors with an overall transaction value between approximately $500 million
and $2.0 billion. We believe that these sectors represent attractive target markets given the size, breadth and prospects for
growth, with travel and tourism having contributed nearly $8.8 trillion to global GDP in 2018, having been expected to grow an
average of 7.1% annually through 2020 prior to COVID-19, which has adversely impacted the sector. Based on demographic and behavioral
trends and a long-term demand for travel and leisure experiences, consumers are investing more in experiences than products, and
we believe this will continue through a down-cycle in hospitality due to COVID-19.

 

In 2019, domestic and international travelers
spent $1.126 trillion in the U.S. and domestic travelers alone spent $972 billion in the U.S. (a 4.4% increase from 2018), according
to the U.S. Travel Association. Moreover, domestic and international leisure travelers spent a total of $792 billion in 2019 in
the U.S., up 4.1% from 2018, and domestic and international business traveler spending increased 2.2% to $334 billion in 2019.
Other sectors, from entertainment to venues, tours and restaurants, also benefited as U.S. consumers invested in an inherent love
for leisure, travel and dining experiences.

 

COVID-19 has created a temporary valuation
dislocation, and has adversely impacted the ability of companies and business divisions to access the public and/or private
financing markets. We believe that COVID-19 will create a pervasive and permanent change in global consumer and business behavior
similar to previous crises, such as 9/11’s impact on travel security and the global financial crisis’ impact on (increased)
financial regulation.

 

Competition for consumers’ hospitality,
travel, leisure and dining spending has remained high, and resulted in companies introducing innovative concepts, technologies
and strategies to establish competitive market positioning. We believe the private market for hospitality, leisure, travel and
dining companies will provide attractive opportunities for identifying a business combination target. We are confident that we
will identify and capitalize on the many attractive and well-positioned companies whose operating models have, or will adapt,
to the changing consumer and business behaviors in a COVID-19 or post-COVID-19 environment.

 

Business Strategy

 

Our management team’s objective
is to generate attractive returns and create long-term value for our stockholders by applying a disciplined approach of identifying
attractive business combination targets that will benefit from becoming a publicly listed company and from the addition of strategic
growth capital, management expertise and strategic insight. Our strategy is to identify and complete our initial business combination
with a company in an industry that complements the experience and expertise of our management team, board of directors and advisors.

 

Our evaluation process will leverage our
co-founders’, board’s and advisors’ network of industry, private equity sponsor, credit fund sponsor and lending
community relationships, as well as relationships with management teams of public and private companies, investment bankers, restructuring
advisors, attorneys and accountants, which we believe will provide us with a number of business combination opportunities. We
intend to deploy a pro-active, thematic sourcing strategy and to focus on companies where we believe the combination of our operating
experience, relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate
the target’s growth and performance.

 

Our management team,
board and advisors have experience in:

 

all key activities of SPACs
including, sponsoring, underwriting and M&A advisory;

 

operating companies, setting
and changing strategies, and identifying, monitoring and recruiting world-class talent;

 

developing and growing companies,
both organically and through acquisitions and strategic transactions and expanding the
product range and geographic footprint of a number of target businesses;

 

sourcing, structuring, acquiring
and selling businesses,

 

accessing the capital markets,
including financing businesses and helping companies transition to public ownership;

 

fostering relationships with
sellers, capital providers and target management teams; and

 

executing transactions in multiple
geographies and under varying economic and financial market conditions.

 

 

Investment Criteria

 

Consistent with our
business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
candidates for our initial business combination. We will use these criteria and guidelines in evaluating business combination
opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these
criteria and guidelines. We intend to acquire one or more businesses that we believe:

 

has a strong competitive industry
position with demonstrated competitive advantages to maintain barriers to entry;

 

has a historic record of above
average growth and strong free cash flow characteristics with high returns on capital;

 

has a strong, experienced management
team which would benefit from our management’s network or expertise, such as additional
management expertise, capital structure optimization, acquisition advice or operational
changes to drive improved financial performance;

 

is positioned for continued
organic growth and may grow through bolt-on acquisitions in these challenging times for
the industry sectors;

 

is a fundamentally sound company
with a proven track record;

 

has an operating model that
has adapted to meet the changing consumer or business behaviors in a post-COVID 19 environment;

 

will offer an attractive risk-adjusted
return for our stockholders; and

 

can benefit from being a publicly
traded company, are prepared to be a publicly traded company and can utilize access to
broader capital markets.

 

These criteria are not intended to be
exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,
on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the
event that we decide to enter into our initial business combination with a target business that does not meet the above criteria
and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related
to our initial business combination, in the form of proxy solicitation materials or tender offer documents that we would file
with the SEC.

 

Acquisition Process

 

Rigorous and comprehensive due diligence
on prospective business targets is particularly important within the hospitality, travel, leisure and dining sectors in which
we intend to target. In the process of identifying a potential business target, we expect to conduct an extensive due diligence
review process which may encompass, as appropriate and among other things, meetings with incumbent management teams and stakeholders,
business plan reviews, interviews of customers and suppliers, inspection of facilities and a review of financial, operational,
legal and other information made available to us about the target and its industry. We will also utilize our management team’s
operational and capital planning experience.

 

Value Creation Post Merger

 

After the initial business combination,
our management team intends to apply a rigorous approach to enhancing stockholder value, including evaluating the experience and
expertise of incumbent management and making changes when appropriate, examining opportunities for revenue enhancement, cost savings,
operating efficiencies and strategic acquisitions and divestitures, and accessing the financial markets to optimize the company’s
capital structure. Our management team intends to pursue post-merger initiatives through participation on the board of directors,
through direct involvement with company operations and/or calling upon a stable of former managers and advisors when necessary.

 

 

Effecting a Business Combination

 

General

 

We intend to effectuate our initial business
combination using cash from the proceeds of the IPO and the private placements of the Private Warrants, our shares, rights, new
debt, or a combination of these, as the consideration to be paid in our initial business combination. We may seek to consummate
our initial business combination with a company or business that may be financially unstable or in its early stages of development
or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing and sales), which
would subject us to the numerous risks inherent in such companies and businesses, although we will not be permitted to effectuate
our initial business combination with another blank check company or a similar company with nominal operations.

 

If our initial business combination is
paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment of the
purchase price in connection with our business combination or used for redemptions of purchases of our common stock, we may apply
the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes, including
for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred
in consummating our initial business combination, to fund the purchase of other companies or for working capital.

 

Subject to the requirement that our initial
business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80%
of the value of the trust account (excluding any taxes payable on the income earned on the trust account) at the time of the agreement
to enter into such initial business combination, we have virtually unrestricted flexibility in identifying and selecting one or
more prospective target businesses. Accordingly, there is no current basis for investors to evaluate the possible merits or risks
of the target business with which we may ultimately complete our initial business combination. Although our management will assess
the risks inherent in a particular target business with which we may combine, this assessment may not result in our identifying
all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we
can do nothing to control or reduce the chances that those risks will adversely impact a target business.

 

We may seek to raise additional funds
through a private offering of debt or equity securities in connection with the consummation of our initial business combination,
and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held
in the trust account. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously
with the consummation of our business combination. In the case of an initial business combination funded with assets other than
the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the
terms of the financing and, only if required by law or Nasdaq, we would seek stockholder approval of such financing. There are
no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.

 

Sources of Target Businesses

 

We anticipate that target business candidates
will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private
equity groups, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses
may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These
sources also may introduce us to target businesses in which they think we may be interested on an unsolicited basis. Our officers
and directors, as well as their affiliates, also may bring to our attention target business candidates that they become aware
of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending
trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise
necessarily be available to us as a result of the business relationships of our officers and directors. We may engage the services
of professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that
may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management
determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction,
in which case any such fee may be paid out of the funds held in the trust account. Although some of our officers and directors
may enter into employment or consulting agreements with the acquired business following our initial business combination, the
presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.
At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional
funds through the sale of securities or otherwise.

 

 

We are not prohibited from pursuing an
initial business combination with a company that is affiliated with our co-sponsors, officers or directors. In the event we seek
to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an
opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions on
the type of target business we seek to acquire that such an initial business combination is fair to our stockholders from a financial
point of view.

 

Selection of a Target Business and Structuring of a Business
Combination

 

Subject to the requirement that our initial
business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80%
of the value of the trust account (excluding any taxes payable on the income earned on the trust account) at the time of the agreement
to enter into such initial business combination, our management will have virtually unrestricted flexibility in identifying and
selecting one or more prospective target businesses. In any case, we will only consummate an initial business combination in which
we become the majority stockholder of the target (or control the target through contractual arrangements in limited circumstances
for regulatory compliance purposes as discussed below) or are otherwise not required to register as an investment company under
the Investment Company Act of 1940, as amended (the “Investment Company Act), or to the extent permitted by law we may acquire
interests in a variable interest entity, in which we may have less than a majority of the voting rights in such entity, but in
which we are the primary beneficiary. There is no current basis for investors to evaluate the possible merits or risks of any
target business with which we may ultimately complete our initial business combination. To the extent we effect our initial business
combination with a company or business that may be financially unstable or in its early stages of development or growth (such
as a company that has begun operations but is not yet at the stage of commercial manufacturing and sales), we may be affected
by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in
a particular target business, we may not properly ascertain or assess all significant risk factors.

 

In evaluating a prospective target business,
we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management
and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial
and other information made available to us.

 

The time required to select and evaluate
a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation
of a prospective target business with which a business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination. We will not pay any finders or consulting fees
to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial
business combination.

 

Fair Market Value of Target Business or Businesses

 

The target business or businesses or assets
with which we effect our initial business combination must have a collective fair market value equal to at least 80% of the value
of the trust account (excluding any taxes payable on the income earned on the trust account) at the time of the agreement to enter
into such initial business combination. If we acquire less than 100% of one or more target businesses in our initial business
combination, the aggregate fair market value of the portion or portions we acquire must equal at least 80% of the value of the
trust account at the time of the agreement to enter into such initial business combination. However, we will always acquire at
least a controlling interest in a target business. The fair market value of a portion of a target business or assets will likely
be calculated by multiplying the fair market value of the entire business by the percentage of the target we acquire. We may seek
to consummate our initial business combination with a target business or businesses with a collective fair market value in excess
of the balance in the trust account. In order to consummate such an initial business combination, we may issue a significant amount
of debt, equity or other securities to the sellers of such business and/or seek to raise additional funds through a private offering
of debt, equity or other securities. If we issue securities in order to consummate such an initial business combination, our stockholders
could end up owning a minority of the combined company’s voting securities as there is no requirement that our stockholders
own a certain percentage of our company (or, depending on the structure of the initial business combination, an ultimate parent
company that may be formed) after our business combination. Because we have no specific business combination under consideration,
we have not entered into any such arrangement to issue debt or equity securities and have no current intention of doing so.

 

 

The fair market value of a target business
or businesses or assets will be determined by our board of directors based upon standards generally accepted by the financial
community, such as actual and potential gross margins, the values of comparable businesses, earnings and cash flow, book value,
enterprise value and, where appropriate, upon the advice of appraisers or other professional consultants. Investors will be relying
on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish
the fair market value of a particular target business. If our board of directors is not able to independently determine that the
target business or assets has a sufficient fair market value to meet the threshold criterion, we will obtain an opinion from an
unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions on the
type of target business we seek to acquire with respect to the satisfaction of such criterion. Notwithstanding the foregoing,
unless we consummate a business combination with an affiliated entity, we are not required to obtain an opinion from an independent
investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business
we seek to acquire, that the price we are paying is fair to our stockholders.

 

Lack of Business Diversification

 

For an indefinite period of time after
consummation of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in
one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks
of being in a single line of business. By consummating our initial business combination with only a single entity, our lack of
diversification may:

 

subject us to negative economic,
competitive and regulatory developments, any or all of which may have a substantial adverse
impact on the particular industry in which we operate after our initial business combination,
and

 

cause us to depend on the marketing
and sale of a single product or limited number of products or services.

 

Limited Ability to Evaluate the Target’s Management
Team

 

Although we intend to closely scrutinize
the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target business’ management may not prove to be correct. The future role of members
of our management team, if any, in the target business cannot presently be stated with any certainty. Consequently, members of
our management team may not become a part of the target’s management team, and the future management may not have the necessary
skills, qualifications or abilities to manage a public company. Further, it is also not certain whether one or more of our directors
will remain associated in some capacity with us following our initial business combination. Moreover, members of our management
team may not have significant experience or knowledge relating to the operations of the particular target business. Our key personnel
may not remain in senior management or advisory positions with the combined company. The determination as to whether any of our
key personnel will remain with the combined company will be made at the time of our initial business combination.

 

Following our initial business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We may not have the
ability to recruit additional managers, or to ascertain that additional managers will have the requisite skills, knowledge or
experience necessary to enhance the incumbent management.

 

Stockholders May Not Have the Ability to Approve an Initial
Business Combination

 

In connection with any proposed business
combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such
purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the
proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net
of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means
of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the
aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described
herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not
to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust
account.

 

 

In order for a public stockholder to have
his, her or its shares redeemed for cash in connection with any proposed business combination, we may require that the public
stockholders vote either in favor of or against a proposed business combination. If required to vote pursuant to the procedures
specified in our proxy statement to stockholders relating to the business combination, and a public stockholder fails to vote
in favor of or against the proposed business combination, whether that stockholder abstains from the vote or simply does not vote,
that stockholder would not be able to have his, her or its shares of common stock redeemed to cash in connection with such business
combination.

 

If we determine to engage in a tender
offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its public shares rather
than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a
proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based
on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require
us to seek stockholder approval. If we so choose and are legally permitted to do so, we have the flexibility to avoid a stockholder
vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which
regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially
the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.
We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation
and, solely if we seek stockholder approval, a majority of the issued and outstanding shares of common stock voted are voted in
favor of the business combination.

 

We chose our net tangible asset threshold
of $5,000,001 to ensure that we are not subject to Rule 419 promulgated under the Securities Act. However, if we seek to
consummate an initial business combination with a target business that imposes any type of working capital closing condition or
requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination,
our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required
to have a lesser number of shares converted or sold to us), and may force us to seek third party financing which may not be available
on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may
not be able to locate another suitable target within the applicable time period, if at all. Public stockholders may therefore
have to wait 15 months (or up to 18 months, as applicable) from the closing of the IPO in order to be able to receive a pro
rata share of the trust account.

 

Our initial stockholders and our officers
and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination,
(2) not to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial business
combination and (3) not sell any shares of common stock in any tender in connection with a proposed initial business combination.

 

If we hold a meeting to approve a proposed
business combination and a significant number of stockholders vote, or indicate an intention to vote, against such proposed business
combination, our officers, directors, initial stockholders or their affiliates could make such purchases in the open market or
in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers, directors, initial stockholders
and their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5
of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

 

Conversion/Tender Rights

 

In connection with any meeting called
to approve an initial business combination, public stockholders may seek to convert their public shares, regardless of whether
they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit
in the trust account, less any taxes then due but not yet paid. A public stockholder may be required to vote for or against a
proposed business combination in order to have his, her or its shares of common stock redeemed for cash. If required to do so,
and the stockholder fails to vote for or against a proposed business combination, that stockholder would not be able to have his,
her or its shares of common stock redeemed. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written
letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount
then on deposit in the trust account. If we hold a meeting to approve an initial business combination, a holder will always have
the ability to vote against a proposed business combination and not seek conversion of his, her or its shares.

 

 

Alternatively, if we engage in a tender
offer, each public stockholder will be provided the opportunity to sell its public shares to us in such tender offer. The tender
offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of
time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer or
remain an investor in our company.

 

Our initial stockholders, officers and
directors will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly, whether
acquired prior to, in or after the IPO.

 

We may also require public stockholders,
whether they are a record holder or hold their shares in “street name,” to either tender their certificates (if any)
to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination.
The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination
will indicate whether we are requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder would have
from the time our proxy statement is mailed through the vote on the business combination to deliver his, her or its shares if
the holder wishes to seek to exercise his conversion rights. Under Delaware law, we are required to provide at least 10 days’
advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether
to exercise conversion rights. As a result, if we require public stockholders who wish to convert their shares of common stock
into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements,
holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may
not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want
to. The conversion rights will include the requirement that a beneficial holder must identify itself in order to validly redeem
its shares.

 

There is a nominal cost associated with
this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent
will typically charge the tendering broker $45, and it would be up to the broker whether or not to pass this cost on to the converting
holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights.
The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must
be effectuated. However, in the event we require stockholders seeking to exercise conversion rights to deliver their shares prior
to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result
in an increased cost to stockholders.

 

Any request to convert or tender such
shares, once made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender
offer. Furthermore, if a holder of a public share delivered its certificate in connection with an election of their conversion
or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender offer not to
elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

 

If the initial business combination is
not approved or completed for any reason, then our public stockholders who elected to exercise their conversion or tender rights
would not be entitled to convert their shares for the applicable pro rata share of the trust account. In such case, we
will promptly return any shares delivered by public holders.

 

Liquidation of Trust Account if No Business Combination

 

If we do not complete a business combination
within 15 months (or up to 18 months, as applicable) from the closing of the IPO, 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 and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of our remaining stockholders 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. There will be no redemption rights or liquidating distributions with respect to our rights or warrants, which will expire
worthless if we fail to complete our business combination within the time period.

 

 

However, if we anticipate that we may
not be able to consummate our initial business combination within 15 months, our initial stockholders or their affiliates may,
but are not obligated to, extend the period of time to consummate an initial business combination one time by up to an additional
three months (for a total of up to 18 months to complete an initial business combination) without the need for a separate stockholder
vote. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement, the only way to
extend the time available for us to consummate our initial business combination without the need for a separate stockholder vote
is for our initial stockholders or their affiliates or designees, upon five days’ advance notice prior to the applicable
deadline, to deposit into the trust account $1,725,000 (due to the exercise in full of the underwriters’ over-allotment
option) ($0.10 per share), if extended for the full 3 months, on or prior to the date of the applicable deadline. Pursuant to
our amended and restated certificate of incorporation and the trust agreement, if such funds are not deposited, the time to complete
an initial business combination cannot be extended unless our stockholders otherwise approve an extension on different terms.
In the event that they elected to extend the time to complete a business combination and deposited the applicable amount of money
into trust, the initial stockholders would receive a non-interest bearing, unsecured promissory note equal to the amount of any
such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available
outside the trust account to do so. Such notes would be paid upon consummation of our initial business combination. In the event
that we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we
intend to issue a press release announcing such intention at least three days prior to the applicable deadline.

 

Under the Delaware General Corporation
Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required
time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures
set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for
all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation,
a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any
redemptions are made to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution.

 

Furthermore, if the pro rata portion of
our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not
complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware
law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation
Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead
of three years, as in the case of a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably
possible following the 15th month (or up to the 18th month, as applicable) from the closing of the IPO and,
therefore, we do not intend to comply with the above procedures. As such, our stockholders could potentially be liable for any
claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond
the third anniversary of such date.

 

Because we will not be complying with
Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires
us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims
or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check
company, rather than an operating company, and our operations will be limited to seeking to complete an initial business combination,
the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

 

We will seek to have all third parties
and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or
claim of any kind they may have in or to any monies held in the trust account. The underwriters in the IPO have executed such
a waiver agreement.

 

 

As a result, the claims that could be
made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the
trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact
on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that
vendors, service providers and prospective target businesses will execute such agreements. In the event that a potential contracted
party refuses to execute such a waiver, we will execute an agreement with that entity only if our management first determines
that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity
willing to execute such a waiver. Examples of instances where we may engage a third party that refuses to execute a waiver would
be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors
who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to
be superior to those of other consultants that would agree to execute a waiver, or a situation in which management does not believe
it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even
if third parties execute such agreements with us, they will not seek recourse against the trust account. Certain of our insiders
have agreed that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce
the amount of funds in the trust account to below $10.10 per public share, except as to any claims by a third party who executed
a valid and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies
held in the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities,
including liabilities under the Securities Act. Our board of directors has evaluated such insiders’ financial net worth
and believes they will be able to satisfy any indemnification obligations that may arise. However, these insiders may not be able
to satisfy their indemnification obligations, as we have not required them to retain any assets to provide for their indemnification
obligations, nor have we taken any further steps to ensure that they will be able to satisfy any indemnification obligations that
arise. Moreover, these insiders will not be liable to our public stockholders, and instead will only have liability to us. As
a result, if we liquidate, the per-share distribution from the trust account could be less than the estimated $10.10 due to claims
or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity
interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released
to us, subject to our obligations under Delaware law to provide for claims of creditors.

 

If we are unable to consummate an initial
business combination and are forced to redeem 100% of our outstanding public shares for a portion of the funds held in the trust
account, we anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date, and
anticipate it will take no more than 10 business days to effectuate the redemption of our public shares. Our insiders have waived
their rights to participate in any redemption with respect to their insider shares. We will pay the costs of any subsequent liquidation
from our remaining assets outside of the trust account. If such funds are insufficient, our insiders have agreed to pay the funds
necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000), and have agreed not to
seek repayment of such expenses. Each holder of public shares will receive a pro rata portion of the amount then in the trust
account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary
to pay our taxes. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are
in preference to the claims of public stockholders.

 

Our public stockholders shall be entitled
to receive funds from the trust account only in the event of our failure to complete our initial business combination in the required
time period or if the stockholders seek to have us convert their respective shares of common stock upon a business combination
which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or
in the trust account.

 

If we are forced to file a bankruptcy
case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could
be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties
with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share
redemption or conversion amount received by public stockholders may be less than $10.10.

 

 

If, after we distribute the proceeds in
the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court
could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached
its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages,
by paying public stockholders from the trust account prior to addressing the claims of creditors. Claims may be brought against
us for these reasons.

 

Competition

 

In identifying, evaluating and selecting
a target business for our initial business combination, we may encounter intense competition from other entities having a business
objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have significant experience identifying
and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial,
technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available
financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore,
the requirement that we acquire a target business or businesses having a fair market value equal to at least 80% of the value
of the trust account (excluding any taxes payable on the income earned on the trust account) at the time of the agreement to enter
into the business combination, our obligation to pay cash in connection with our public stockholders who exercise their redemption
rights and the number of our outstanding warrants and the future dilution they potentially represent may not be viewed favorably
by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our
initial business combination.

 

Facilities

 

We pay to Chardan Capital Markets, LLC,
an affiliate of Chardan Investments, a fee of $10,000 per month for use of office space and certain office and secretarial services.
The office space is located at 1 East Putnam Avenue, Floor 4, Greenwich, CT 06830. We consider our current office space adequate
for our current operations.

 

Employees

 

We currently have four executive officers.
These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of
their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time
they will devote in any time period will vary based on whether a target business has been selected for our initial business combination
and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the consummation
of our initial business combination.

 

Emerging Growth Company Status and
Other Information

 

We are an emerging growth company as defined
in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (which we refer to herein as the JOBS Act). As such, we are eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 

 

Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to
opt out of such extended transition period which means that when a standard is issued or revised, and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the
time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement
with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of
using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

We will remain an emerging growth company
until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the IPO,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large
accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates exceeds $700 million
on the last day of the second fiscal quarter of any given fiscal year, and (2) the date on which we have issued more than
$1.0 billion in non-convertible debt during the prior three year period.

 

 

As a smaller reporting company, we are
not required to make disclosures under this Item.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

 

We pay to Chardan Capital Markets, LLC,
an affiliate of Chardan Investments, a fee of $10,000 per month for use of office space and certain office and secretarial services.
The office space is located at 1 East Putnam Avenue, Floor 4, Greenwich, CT 06830. We consider our current office space adequate
for our current operations.

 

ITEM 3. LEGAL PROCEEDINGS

 

We may be subject to legal proceedings,
investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material
litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim,
or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial
condition or results of operations.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

 

part
II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES

 

Our units, common stock, rights and warrants
trade on The Nasdaq Stock Market LLC, or Nasdaq, under the symbols “VTAQU,” “VTAQ,” “VTAQR”
and “VTAQW,” respectively.

 

Holders of Record

 

As of March 29, 2021, there were 21,562,500 shares
of common stock issued and outstanding held by one stockholder of record. The number of record holders was determined from the records
of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security
brokers, dealers, and registered clearing agencies.

 

Dividends

 

We have not paid any cash dividends on
our common stock to date, and do not intend to pay cash dividends prior to the completion of an initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and
general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business
combination will be within the discretion of our board of directors at such time. It is the present intention of our board of
directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not
anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability
to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 

Securities Authorized for Issuance
Under Equity Compensation Plans

 

None.

 

Recent Sales of Unregistered Securities

 

There were no unregistered securities
to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

 

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

 

None.

 

ITEM 6. SELECTED FINANCIAL DATA

 

As a smaller reporting company, we are
not required to make disclosures under this Item.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

References to the
“Company,” “us,” “our” or “we” refer to Ventoux CCM Acquisition Corp. The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements
and related notes included herein.

 

 In this Amendment
No. 2 (“Amendment No. 2”) to the Annual Report on Form 10-K of Ventoux CCM Acquisition Corp. (the “Company”)
for the period ended December 31, 2020, we are restating (i) the Post IPO Balance Sheet, as previously restated in the 2020 Form 10-K/A
No. 1, and (ii) FY 2020 statements as previously restated in the 2020 Form 10-K/A No. 1.

 

We have re-evaluated
our application of ASC 480-10-S99-3A to our accounting and classification of the Public Shares, issued as part of the units sold in the
initial public offering on December 30, 2020. Historically, a portion of the Public Shares was classified as permanent equity to maintain
stockholders’ equity greater than $5 million on the basis that we will not redeem our Public Shares in an amount that would cause
our net tangible assets to be less than $5,000,001, as described in the Charter. Previously, the Company did not consider redeemable
stock classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this
interpretation to include temporary equity in net tangible assets. Pursuant to such re-evaluation, our management has determined that
the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity. In addition,
in connection with the change in presentation for the Public Shares, management determined it should restate earnings per share calculation
to allocate income and losses shared pro rata between the two classes of common stock. This presentation contemplates a Business Combination
as the most likely outcome, in which case, both classes of common stock share pro rata in the income and losses of our Company.

 

On November [ ], 2021,
the Audit Committee concluded, after discussion with the Company’s management, that our previously issued (i) Post IPO Balance
sheet, as previously restated in the 2020 Form 10-K/A No. 1, (ii) FY 2020 Financial Statements as previously restated in the 2020 Form
10-K/A No. 1, (iii) Q1 2021 Financial Statements included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2021, filed with the SEC on June 22, 2021 and (iv) Q2 Financial Statements included in our Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2021, filed with the SEC on August 12, 2021, should be restated to report all Public Shares as temporary equity
and should no longer be relied upon. As such, the Company is restating the Post IPO Balance Sheet and the FY 2020 Financial Statements
herein and intends to restate the Q1 2021 Financial Statements and the Q2 2021 Financial Statements in the Q3 Form 10-Q/A.

 

The restatement does
not have an impact on our cash position.

 

Our management has concluded
that in light of the classification error described above, a material weakness exists in our internal control over financial reporting
and that our disclosure controls and procedures were not effective.

 

In connection with the
restatement, our management reassessed the effectiveness of our disclosure controls and procedures for the periods affected by the restatement.
As a result of that reassessment, we determined that our disclosure controls and procedures for such periods were not effective with
respect to our internal controls around the proper accounting and classification of complex financial instruments. For more information,
see Item 9A included in this Amendment No. 2.

 

The restatement is more
fully described in Note 2 of the notes to the financial statements included herein.

 

Overview

 

We are a blank check company formed under
the laws of the State of Delaware on July 10, 2019 for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business
combination using cash from the proceeds of the IPO and the sale of the Private 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 an initial business
combination will be successful.

 

 

Results of Operations

 

We have neither engaged in any operations
(other than searching for a target for our initial business combination after our IPO) nor generated any revenues to date. Our
only activities from July 10, 2019 (inception) through December 31, 2020 were organizational activities, including those necessary
to prepare for the IPO. 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 earned on investments held since the IPO. We incur
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as
for due diligence expenses.

 

As a result of the restatement described in Note
2 of the notes to the financial statements included herein, we classify the Private Warrants issued in connection with our Initial Public
Offering as liabilities at their fair value and adjust the warrant instrument to fair value at each reporting period. This liability
is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement
of operations.

 

For the year ended December 31, 2020, we
had a net loss of $1,363,061, which consisted of operating costs of $18,208, a change in fair value of warrant liabilities of $180,000,
loss on initial issuance of private warrants of $1,140,000, and transaction costs allocable to warrant liabilities of $24,853.

 

For the period from July 10, 2019 (inception)
through December 31, 2019, we had net loss of $1,450, which consisted of formation and operational costs.

 

Liquidity and Capital Resources

 

On December 30, 2020, we consummated the
IPO of 15,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $150,000,000. Simultaneously with the closing
of the IPO, we consummated the sale of 6,000,000 Private Warrants, at a price of $1.00 per Private Warrant, in a private placement
to our initial stockholders, generating gross proceeds of $6,000,000.

 

Following the IPO, a total of $151,500,000
was placed in the Trust Account. We incurred $3,543,017 in transaction costs, including $3,000,000 in cash underwriting fees and
$543,017 of other offering costs.

 

On December 29, 2020, the underwriters
notified the Company of their intent to fully exercise their over-allotment option. Closing of the over-allotment option occurred
on January 5, 2021, when the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of
an additional 675,000 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $23,175,000. A total
of $22,725,000 of the net proceeds was deposited into the trust account, bringing the aggregate proceeds held in the trust account
to $174,225,000. Transaction costs related to the underwriters’ exercise of their over-allotment option were $450,000, consisting
of underwriting fees. As a result of the underwriters’ election to exercise their over-allotment option in full, 562,500
founder shares are no longer subject to forfeiture. 

 

  

For the year ended December 31, 2020, cash used
in operating activities was $30,735. Net loss of $1,363,061 was affected by a change in fair value of warrant liabilities of $180,000,
loss on initial issuance of private warrants of $1,140,000,transaction costs allocable to warrant liabilities of $24,853, and changes
in operating assets and liabilities, which used $12,527 of cash from operating activities.

 

As of December 31, 2020, we had cash
held in the trust account of $151,500,000, which excludes an additional $22,725,000 of net proceeds deposited on January 5, 2021.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned
on the funds held in the trust account, to complete our initial business combination. We may withdraw, from time to time, any
interest earned on the funds in the trust account that we may need to pay our tax obligations. During the year ended December 31,
2020, we did not withdraw any interest income from the trust account. To the extent that our capital stock or debt is used, in
whole or in part, as consideration to complete our initial 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.

 

As of December 31, 2020, we had $1,071,253
of cash held outside of the trust account. We intend to use the funds held outside the trust account for identifying and evaluating
prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from
the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements
of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the initial
business combination.

 

In order to fund working capital deficiencies
or finance transaction costs in connection with an initial business combination, our initial stockholders, officers, directors
or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the initial 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. Such loans would be evidenced by promissory notes. The notes
would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion,
up to $500,000 of the notes may be converted upon consummation of our business combination into additional private warrants to
purchase shares of common stock at a conversion price of $1.00 per private warrant. The warrants would be identical to the Private
Warrants. If we do not complete a business combination, the loans will only be repaid with funds not held in the trust account,
to the extent available. Loans made by Chardan Capital Markets or any of its related persons will not be convertible into private
warrants, and Chardan Capital Markets and its related persons will have no recourse with respect to their ability to convert their
loans into private warrants. Except for the foregoing, the terms of such working capital loans, if any, have not been determined
and no written agreements exist with respect to such loans.

 

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 due diligence and negotiating an initial 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 initial business
combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or to redeem
a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional
securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities
laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are
unable to complete our initial 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 initial business combination, if cash on hand
is insufficient, we may need to obtain additional financing in order to meet our obligations.

 

As
a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial
Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about
an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for
mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through
March 30, 2022, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These
financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities
that might be necessary should the Company be unable to continue as a going concern.

 

Off-Balance Sheet Financing Arrangements

 

We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2020. 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 Chardan Capital Markets, LLC a monthly fee of $10,000
for office space, utilities, secretarial and administrative support services. As of December 31, 2020, there were no amounts incurred
under this agreement.

 

The Company granted the underwriters a
45-day option from the date of the IPO to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the IPO
price less the underwriting discounts and commissions. On January 5, 2021, the closing of the underwriters’ over-allotment
option occurred. The underwriters were paid cash underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, upon
the closing of the IPO and the over-allotment option.

 

 

The Company has engaged Chardan
Capital Markets, LLC as an advisor in connection with an initial business combination to assist the Company in holding meetings
with its stockholders to discuss the potential initial business combination and the target business’s attributes, introduce
the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential
initial business combination, assist the Company in obtaining stockholder approval for the initial business combination and assist
the Company with its press releases and public filings in connection with initial business combination. The Company will pay Chardan
Capital Markets, LLC a marketing fee for such services upon the consummation of an initial business combination in an amount equal
to, in the aggregate, 3.5% of the gross proceeds of the IPO, including proceeds from the exercise of the underwriters’
over-allotment option. As a result, Chardan Capital Markets, LLC will not be entitled to such fee unless the Company consummates
its initial business combination.

 

Critical Accounting Policies

 

The preparation of financial statements
and related disclosures in conformity with accounting principles generally accepted 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. We have identified the following critical accounting policies:

 

Warrant Liabilities

 

We account for the Private Warrants in accordance
with the guidance contained in ASC 815-40 under which the Private Warrants do not meet the criteria for equity treatment and must be
recorded as liabilities. Accordingly, we classify the Private Warrants as liabilities at their fair value and adjust the Private Warrants
to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any
change in fair value is recognized in our statement of operations. The Private Warrants for periods where no observable traded price
was available are valued using a Modified Black-Scholes model.

 

Common Stock Subject to Possible Redemption

 

The Company accounts for its common stock
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic
480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified
as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features
redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events
not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified
as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside
of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, common
stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the
Company’s balance sheet.

 

Net Income (Loss) per Common Stock

 

We comply with accounting and disclosure requirements
of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is calculated by dividing the net income
(loss) by the weighted average number of common stock outstanding for the respective period. We apply the two-class method in calculating
earnings per share. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption
value approximates fair value.

 

We did not consider the
effect of the warrants issued in connection with the initial public offering and the private placement in the calculation of diluted
income (loss) per common stock because their exercise is contingent upon future events. As a result, diluted net income (loss) per
common stock is the same as basic net income (loss) per common stock. Accretion associated with the redeemable a portion of common stock
is excluded from income (loss) per common stock as the redemption value approximates fair value.

 

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.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Following the consummation of our IPO,
the proceeds held in the trust account have been invested in U.S. government treasury obligations with a maturity of 183 days
or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments,
we believe there will be no associated material exposure to interest rate risk.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

All financial statements and supplementary
data required by this Item are listed in Part IV, Item 15 of this Annual Report on Form 10-K (or are incorporated therein by reference)
and are presented beginning on Page F-1.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Not applicable.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls are procedures
that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls
are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the
chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In connection
with this Amendment, our management re-evaluated, with the participation of our current chief executive officer and chief financial officer
(our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant
to Rule 13a-15(b) under the Exchange Act. Due to a material weakness in our internal control over financial reporting over the accounting
for complex transactions, which resulted in the restatement of the Company’s financial statements as described in the Explanatory
Note to this Amendment, the Certifying Officers concluded that our disclosure controls were not effective as of December 31, 2020. In
light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared
in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included
in this Amendment present fairly in all material respects our financial position, results of operations and cash flows for the periods
presented.

 

We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits
must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation
of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances
of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Management’s Report on Internal Controls
Over Financial Reporting

 

This Annual Report on Form 10-K does not include
a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent
registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

 

Restatement of Previously Issued Financial
Statements

 

We revised our prior position on accounting
for complex financial instruments and concluded that our previously issued financial statements as of and for the year ended December
31, 2020 should not be relied on. However, the non-cash adjustments to the financial statements do not impact the amounts previously
reported for our cash and cash equivalents, total assets, revenue or cash flows.

 

Changes in Internal Control over Financial Reporting

 

There were no changes
in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during
the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting as the circumstances that led to the restatement of our financial statements described in this Annual Report on Form
10-K, Amendment No. 2, had not yet been identified.

 

To respond to this material weakness, we have devoted, and plan
to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While
we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating
and implementing the complex accounting standards that apply to our financial statements. Our plans at this time include providing
enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party
professionals with whom we consult regarding complex accounting applications.  The elements of our remediation plan can only be
accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

 

ITEM 9. OTHER INFORMATION

 

Not applicable.

 

 

part
III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Our current directors and executive officers are as follows:

 

Name   Age   Position
Edward Scheetz   56   Chairman, Chief Executive Officer, Director
Matthew MacDonald   36   Chief Financial Officer and Secretary, Director
Brock Strasbourger   33   Chief Operating Officer
Prasad Phatak   38   Chief Investment Officer
Jonas Grossman   47   Director
Woodrow H. Levin   42   Director
Alex Weil   49   Director
Julie Atkinson   47   Director
Christian Ahrens   44   Director
Bernard Van der Lande   38   Director

 

Edward Scheetz, 56, has been our
Chief Executive Officer and Chairman since August 2020. He is also the co-founder, Chief Executive Officer and Chairman of Ventoux
Acquisition. From November, 2016 until present, Mr. Scheetz has actively pursued a range of projects in the hospitality and real
estate sectors. In June 2018, Mr. Scheetz, with partners, acquired a mixed use hotel and condominium project in West Hollywood,
CA. In March 2020, he began the redevelopment and expansion of the project. From 2013 until October 2016, Mr. Scheetz was Chief
Executive Officer of Chelsea Hotels until the sale of that company. In March, 2011, Mr. Scheetz founded and served as Chief Executive
Officer of King & Grove Hotels until 2013 when King & Grove Hotels became Chelsea Hotels. In 2005, Mr. Scheetz
became Chief Executive Officer of Morgans Hotel Group Co. In 2006, he took Morgans public (NASDAQ: MHGC). Morgans was the developer,
owner and operator of such iconic hotel properties as Delano and Shore Club in Miami, Mondrian in Los Angeles, Morgans, Royalton,
Paramount and Hudson in New York, and Sanderson and St. Martin’s Lane in London. In 1997, Mr. Scheetz co-founded NorthStar
Capital Investment Corp. (“NCIC”). While at NCIC, Mr. Scheetz co-founded real estate investment trust NorthStar Realty
Finance Corp., which went public in 2004 (NYSE: NRF). Mr. Scheetz continued to serve as Executive Chairman of NRF through 2007.
From 1993 until 1997, Mr. Scheetz was a partner at Apollo Management where he was the co-head of Apollo Real Estate Advisors and
raised, invested and managed their first three real estate funds. Prior to his work at Apollo, Mr. Scheetz was at The Trammell
Crow Companies and Crow Family Ventures where he was involved with Wyndham Hotels, assisted the Chief Financial Officer in restructuring
The Trammell Crow Company, and was a Principal at Trammell Crow Ventures. Mr. Scheetz graduated from Princeton University where
he earned an A.B. in Economics. We believe Mr. Scheetz is well qualified to serve as a director based on his extensive industry
and transaction expertise and wide network of relationships with industry participants.

 

Matthew MacDonald, 36, has been
our Chief Financial Officer and Secretary, and a director since August 2020. He is also the co-founder and Chief Financial Officer
of Ventoux Acquisition. Prior to co-founding Ventoux Acquisition in August 2020, Mr. MacDonald worked at Hyatt Hotels Corporation
as the Vice President of Capital Strategy and Wellness Development, where he focused on acquiring hospitality companies and brands.
Mr. MacDonald joined Hyatt in January 2017 as a result of Hyatt’s acquisition of Miraval Group, a leading hospitality wellness
company. Mr. MacDonald joined Miraval Group, a KSL Capital portfolio company, as Vice President of Development in May 2016 following
four years at Starwood Hotels and Resorts. Mr. MacDonald is a graduate of the University of Denver and received a Master in Real
Estate Finance from New York University. We believe Mr. MacDonald is qualified to serve on our board of directors because of his
experience in sourcing, negotiating and executing merger transactions within the hospitality, leisure, travel and dining sectors.

 

 

Brock Strasbourger, 33, has been
our Chief Operating Officer since October 2020. He is also the Chief Operating Officer of Ventoux Acquisition. Prior to his work
at Ventoux Acquisition, Mr. Strasbourger worked for Convene since December 2018 as the Vice President and Head of Strategic Partnerships,
focusing on corporate development, opening new revenue streams, and driving growth through external channels. Prior to Convene,
Mr. Strasbourger was the Vice President of Digital at OTG Management, an airport hospitality and technology business, from March
2016 through November 2018 and spent nearly three years at Fancy.com as the Head of Business. To begin his career, Mr. Strasbourger
spent nearly four years on the Emerging Markets Fixed Income Sales and Trading desk at Barclays Capital (NYSE: BCS). Mr. Strasbourger
is a graduate from the University of Michigan with honors and distinction.

 

Prasad Phatak, 38, has been our
Chief Investment Officer since September 2020. He is also the Chief Investment Officer of Ventoux Acquisition. Since July 2011,
Mr. Phatak has been the Managing Member of Tappan Street Partners LLC, where he has led the investment research and portfolio
management for several private investment funds these past nine years. Additionally, from December 2019 to September 2020, Mr.
Phatak was a Partner at Markley Capital Management, a US-focused investment firm. Mr. Phatak founded Tappan Street Partners after
leaving Eton Park Capital Management, where he began as a Research Associate in October 2005 and focused on investing in both
public and private investments in a variety of industries. Prior to Eton Park, Mr. Phatak worked as a private equity associate
for Madison Dearborn Partners from July 2005 to October 2005, and began his career in July 2003 at the Blackstone Group (NYSE:
BX) in the Restructuring and Reorganization Advisory Group, where he worked for two years as an investment banking analyst, analyzing
complex corporate restructurings in both out of court and Chapter 11 reorganizations. Mr. Phatak graduated with high distinction
from the University of Michigan Ross School of Business with a B.B.A. in Finance and Accounting in May 2003.

 

Jonas Grossman, 47, has been our
director since July 2019. Mr. Grossman was the Chief Executive Officer and President of Chardan Healthcare Acquisition Corp. from
March 2018 until its merger in October 2019 with BiomX (NYSE: PHGE). Mr. Grossman is currently a director of BiomX. Mr. Grossman
was a director of LifeSci Acquisition Corp. from March 2020 until its merger in December 2020 with Vincera Pharma, Inc. (now Vincerx
Pharma, Inc.) (NASDAQ: VINC). He currently serves as Chief Executive Officer, President and director of Chardan Healthcare Acquisition
2 Corp., which announced its merger with Renovacor in March 2021. Mr. Grossman currently serves as Chief Executive Officer, President
and director of each of Chardan NexTech Acquisition Corp. and Chardan NexTech Acquisition 2 Corp. Mr. Grossman has served as Partner
and Head of Capital Markets for Chardan Capital Markets, LLC, a New York headquartered broker/dealer, since December 2003, and
has served as President of Chardan Capital Markets, LLC since September 2015. Since 2003, Mr. Grossman has overseen the firm’s
investment banking and capital markets activities and initiatives. He has extensive transactional experience, having led or managed
more than 400 transactions during his tenure at Chardan. Since December 2006, Mr. Grossman has served as a founding partner for
Cornix Advisors, LLC, a New York based hedge fund. From 2001 until 2003, Mr. Grossman worked at Ramius Capital Group, LLC, a global
multi-strategy hedge fund where he served as Vice President and Head Trader. Mr. Grossman served as a director for Ideanomics,
Inc. (formerly China Broadband, Inc.) (NASDAQ: IDEX) from January 2008 until November 2010. He holds a B.A. in Economics from Cornell
University and an M.B.A. from NYU’s Stern School of Business. We believe Mr. Grossman is qualified to serve on our board
of directors because of his long-running capital markets experience as well as his previous company board positions.

 

Woodrow (“Woody”) H. Levin,
42, has been our director since December 2020. Mr. Levin is the founder, and has been the Chief Executive Officer since February
2019, of Extend, Inc. Mr. Levin was the Chief Executive Officer of 3.0 Capital GP, LLC from November 2017 until January 2019.
From September 2015 until October 2017, Mr. Levin served as Vice President of Growth at DocuSign, Inc. (NASDAQ: DOCU). In addition,
Mr. Levin served as the founder and Chief Executive Officer of Estate Assist, Inc., from February 2014 to September 2015 (at which
time it was acquired), and BringIt, Inc., from June 2009 to September 2012 (at which time it was acquired by DocuSign). Before
that, Mr. Levin served as Director Emerging Business — Office of the CTO at International Game Technology PLC (NYSE: IGT).
Since May 2013, Mr. Levin has served as a member of the board of directors of DraftKings Inc. (NASDAQ: DKNG), and he has served
as a member of the board of directors of Extend, Inc. since February 2019. Since September 2020, Mr. Levin has been a member of
the board of directors of 10X Capital Venture Acquisition Corp., a special purpose acquisition company. Mr. Levin received his
J.D. from Chicago-Kent College of Law, Illinois Institute of Technology, and his B.A. from the University of Wisconsin. We believe
Mr. Levin is qualified to serve on our board of directors because of his extensive experience and knowledge as an executive for
technology companies.

 

 

Alex Weil, 49, has been our director
since December 2020. Mr. Weil has served as Managing Director and Co-Head of Fintech Investment Banking at Chardan Capital Markets,
LLC, a New York headquartered broker/dealer, since March 2020. Mr. Weil currently serves as Chief Financial Officer, and has agreed
to become a director, of each of Chardan NexTech Acquisition Corp. and Chardan NexTech Acquisition 2 Corp. From January 2018 to
March 2020, Mr. Weil served as Managing Director and Head of Insurtech Investment banking at SenaHill Securities, LLC, a New York
headquartered broker/dealer. From January 2013 to September 2017, Mr. Weil, was a Director at PricewaterhouseCoopers Inc., a network
of firms providing assurance, advisory and tax services. Prior to 2012, Mr. Weil held positions as a Director at Lazard Middle
Market, LLC, an Executive Director at UBS Securities LLC and a Director at Citigroup Global Markets Inc. Mr. Weil holds a B.A.
in Business Administration from the University of Colorado, Boulder. We believe Mr. Weil is qualified to serve on our board of
directors based on his extensive capital markets and transaction management experience and network of relationships.

 

Julie Atkinson, 47, has been our
director since December 2020. Ms. Atkinson served as Chief Marketing Officer for Founders Table Restaurant Group since October
2019. She previously served as Senior Vice President, Global Digital at Tory Burch LLC from January 2017 to May 2018. Prior to
joining Tory Burch, Ms. Atkinson served in various leadership roles at Starwood Hotels & Resorts Worldwide, Inc., most
recently as Senior Vice President, Global Digital from November 2014 to January 2017 and as Vice President of Global Online Distribution
from September 2012 until November 2014. Prior to joining Starwood, Ms. Atkinson held multiple roles at Travelocity including
marketing and operations. Since December 2017, Ms. Atkinson has served as a member of the Board of Directors of Bright Horizons
Family Solutions Inc. (NYSE: BFAM). Ms. Atkinson holds a B.A. in English and Political Science from Amherst College. We believe
Ms. Atkinson is qualified to serve on our board of directors because of her 20-year track record of executing innovative strategic
and tactical leadership for global consumer brand.

 

Christian (“Chris”) Ahrens,
44, has been our director since December 2020. Mr. Ahrens has been an Advisor with Certares Management LLC since October 2017.
From January 2015 until September 2017 Mr. Ahrens was a Partner with Certares. Prior to December 2015 Mr. Ahrens was a Managing
Director at One Equity Partners, the private equity investing arm of JPMorgan Chase, which he joined in September 2001. Mr. Ahrens
has served as a board member at Internova Travel Group since January 2015. Mr. Ahrens received his A.B. from Princeton University.
We believe Mr. Ahrens is qualified to serve on our board of directors because of his experience in corporate finance and investing.

 

Bernard A. Van der Lande, 38, has
been our director since December 2020. Mr. Van der Lande has been a Managing Director of Cindat USA LLC since January 2020. Mr.
Van der Lande was Chief Issuance Officer of Templum, Inc. from February 2019 until August 2019. From November 2017 until January
2019, Mr. Van der Lande served as Managing Director of Easterly Capital, LLC. Before that, Mr. Van der Lande was with CBRE, Inc.
from January 2013 until November 2017, where he served in capacities of Managing Director of its investment banking division,
Capital Advisors, and Senior Vice President of its international hotels brokerage business. In addition, Mr. Van der Lande served
as Managing Director of Hodges Ward Elliott’s Lodging Capital Markets business, where he worked from October 2008 until
December 2012. Mr. Van der Lande received his B.A. from Davidson College. We believe Mr. Van der Lande is qualified to serve on
our board of directors because of his extensive experience in the global capital markets, public and private markets, and with
cross-border lodging and hospitality transactions, as well as his knowledge as an executive for emerging technology, and private
equity companies.

 

Ventoux Acquisition has agreed with one
of its members to re-nominate each of our current directors for any election of directors we hold prior to the closing of our
initial business combination, and that it will vote in favor of the election of such persons.

 

Officer and Director Qualifications

 

Our officers and board of directors are
composed of a diverse group of leaders with a wide array of professional roles. In these roles, they have gained experience in
core management skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership
development. Many of our officers and directors also have experience serving on boards of directors and board committees of other
companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different
business processes, challenges, and strategies. Further, our officers and directors also have other experience that makes them
valuable, managing and investing assets or facilitating the consummation of business combinations.

 

We, along with our officers and directors,
believe that the above-mentioned attributes, along with the leadership skills and other experiences of our officers and board
members described below, provide us with a diverse range of perspectives and judgment necessary to facilitate our goals of consummating
an acquisition transaction.

 

 

Board Committees

 

The Board has a standing audit, nominating
and corporate governance, and compensation committee. The independent directors oversee director nominations. Each committee has
a charter, each in the form previously filed with the SEC as an exhibit to the Company’s Registration Statement on Form S-1,
as amended, adopted in connection with the consummation of the IPO.

 

Audit Committee

 

The Audit Committee, which is established in accordance
with Section 3(a)(58)(A) of the Exchange Act, engages the Company’s independent accountants, reviewing their independence
and performance, and reviews the Company’s accounting and financial reporting processes and the integrity of its financial statements,
the audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance
of the Company’s independent auditors; the Company’s compliance with legal and regulatory requirements; and the performance
of the Company’s internal audit function and internal control over financial reporting. The Audit Committee held no formal meetings
during 2020 as the Company did not have any underlying business, relying on monthly reports and written approvals as required.

 

The members of the Audit Committee are
Mr. Weil, Mr. Levin, and Mr. Ahrens, each of whom is an independent director under Nasdaq’s listing standards. Mr. Weil
is the Chairperson of the Audit Committee. The Board has determined that Mr. Weil qualifies as an “audit committee financial
expert,” as defined under the rules and regulations of Nasdaq and the SEC.

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance
Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board. Specifically, the Nominating
and Corporate Governance Committee makes recommendations to the Board regarding the size and composition of the Board, establishes
procedures for the director nomination process and screens and recommends candidates for election to the Board. On an annual basis,
the Nominating and Corporate Governance Committee recommends for approval by the Board certain desired qualifications and characteristics
for board membership. Additionally, the Nominating and Corporate Governance Committee establishes and administers a periodic assessment
procedure relating to the performance of the Board as a whole and its individual members. The Nominating and Corporate Governance
Committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating and Corporate Governance
Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that
arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse
mix of board members. The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders
and other persons. The Nominating and Corporate Governance Committee did not hold any meetings during 2020.

 

The members of the Nominating and Corporate
Governance Committee are Mr. Weil, Mr. Ahrens, and Ms. Atkinson, each of whom is an independent director under Nasdaq’s
listing standards. Mr. Ahrens is the Chairperson of the Nominating and Corporate Governance Committee.

 

Compensation Committee

 

The Compensation Committee reviews annually
the Company’s corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’
performance in light of such goals and objectives, determines and approves the officers’ compensation level based on this
evaluation; makes recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed
employee benefit plans; makes recommendations to the Board with respect to non-CEO and non-CFO compensation and administers the
Company’s incentive-compensation plans and equity-based plans. The Compensation Committee has the authority to delegate any
of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The chief executive officer of the
Company may not be present during voting or deliberations of the Compensation Committee with respect to his compensation. The Company’s
executive officers do not play a role in suggesting their own salaries. Neither the Company nor the Compensation Committee has
engaged any compensation consultant who has a role in determining or recommending the amount or form of executive or director compensation.
The Compensation Committee did not meet during 2020.

 

 

Notwithstanding the foregoing, as indicated
above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders,
including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate,
the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination,
the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered
into in connection with such initial business combination.

 

The members of the Compensation Committee
are Mr. Levin, Ms. Atkinson, and Mr. Van der Lande, each of whom is an independent director under Nasdaq’s listing standards.
Mr. Levin is the Chairperson of the Compensation Committee.

 

Code of Ethics

 

We adopted a code of conduct and ethics
applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics
codifies the business and ethical principles that govern all aspects of our business.

 

Section 16(a) Beneficial
Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires
our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file
with the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities.
These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of
all Section 16(a) forms filed by such reporting persons.

 

Based solely on our review of such forms
furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable
to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Employment Agreements

 

We have not entered into any employment
agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

 

Executive Officers and Director Compensation

 

No executive officer has received any
cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees,
will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or
for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket
expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and Audit
Committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as of March 29, 2021,
certain information regarding beneficial ownership of the Company’s common stock by each person who is known by the Company to beneficially
own more than 5% of the Company’s common stock. The table also identifies the stock ownership of each of the Company’s directors
and officers, and all directors and officers as a group. Except as otherwise indicated, the stockholders listed in the table have sole
voting and investment powers with respect to the shares indicated.

 

 

Shares of common stock which an individual
or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants or other similar
convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership of
such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any
other person shown in the table.

 

Name and Address of
Beneficial Owner(1)
  Amount
and Nature
of Beneficial
Ownership(2)
    Approximate Percentage

of Outstanding
Common Stock (%)
 
Edward
Scheetz(3)
    2,728,875       12.7 %
Matthew MacDonald(3)     2,728,875       12.7 %
Brock Strasbourger           %
Prasad Phatak           %
Jonas Grossman(4)     1,493,625       6.9 %
Alex Weil           %
Woodrow
H. Levin(5)
    22,500       *  
Julie Atkinson     22,500       *  
Christian Ahrens     22,500       *  
Bernard Van der Lande           %
All
officers and directors as a group (10 individuals)(3)(4)
    4,290,000       19.9 %
Ventoux
Acquisition Holdings LLC(6)
    2,728,875       12.7 %
Chardan
International Investments, LLC(7)
    1,493,625       6.9 %
MMCAP
International Inc. SPC (8)
    1,300,000       6.0 %
Polar
Asset Management Partners Inc.(9)
    1,300,000       6.0 %
Mizuho
Financial Group, Inc.(10)
    1,150,000       5.3 %
Weiss
Asset Management LP(11)
    1,200,000       5.6 %

 

* Less than 1%.
   
(1) Unless otherwise indicated, the business address of each of
the stockholders is c/o Ventoux CCM Acquisition Corp., 1 East Putnam Avenue, Floor 4, Greenwich, CT 06830.
   
(2) Excludes shares issuable pursuant to warrants and rights issued
in connection with the IPO. The warrants will not become exercisable until the later of one year after the closing of the
IPO or the consummation of an initial business combination. Each holder of a right will receive one-twentieth (1/20) of a
share of common stock upon consummation of our initial business combination.
   
(3) Includes shares owned by Ventoux Acquisition Holdings LLC, for
which Edward Scheetz and Matthew MacDonald are the managing members.
   
(4) Includes shares owned by Chardan International Investments,
LLC, for which Jonas Grossman is the managing member.
   
(5) Consists of shares owned by Blind 1212, LLC for which Woodrow
H. Levin is the sole and managing member.
   
(6) Edward Scheetz and Matthew MacDonald are the managing members
of Ventoux Acquisition Holdings LLC.
   
(7) Jonas Grossman is the managing member of Chardan International
Investments, LLC.

 

 

(8) The information reported is based on a Schedule 13G filed on
February 10, 2021. According to the Schedule 13G, as of December 30, 2020, each of MMCAP International Inc. SPC and MM Asset Management
Inc. has shared voting and dispositive power over 1,300,000 units convertible into 1,300,000 shares, warrants exercisable for 650,000
shares and rights exchangeable for 65,000 shares of our common stock. The address for MMCAP International Inc. is Mourant Governance
Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The address for
MM Asset Management Inc. is 161 Bay Street, TD Canada Trust Tower Ste 2240, Toronto, ON M5J 2S1, Canada.
   
(9) The information reported is based on a Schedule 13G filed on
February 11, 2021. According to the Schedule 13G, as of December 31, 2020, Polar Asset Management Partners Inc. (“Polar”),
which serves as the investment advisor to Polar Multi-Strategy Master Fund (“PMSMF”) with respect to the 1,3000,000
shares of our common stock directly held by PMSMF, has sole voting and dispositive power with respect to such securities.
The address for Polar is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
   
(10) The information is based on a Schedule 13G filed on February
12, 2021. According to the Schedule 13G, as of December 31, 2020, Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho
Americas LLC may be deemed to be indirect beneficial owners of 1,150,000 shares of our common stock held by Mizuho Securities
USA LLC, which is their wholly-owned subsidiary. Mizuho Financial Group, Inc. has sole voting and dispositive power over such
securities. The address of each of Mizuho Financial Group, Inc. and Mizuho Bank, Ltd. is 1–5–5, Otemachi, Chiyoda–ku,
Tokyo 100–8176, Japan. The address of each of Mizuho Americas LLC and Mizuho Securities USA LLC is 1271 Avenue of the
Americas, New York, NY 10020.
   
(11) The information is based on a Schedule 13G filed on February
12, 2021. According to the Schedule 13G, as of December 31, 2020, each of Weiss Asset Management LP, WAM GP LLC and Andrew
M. Weiss has shared voting and dispositive power over 1,200,000 shares of our common stock. Weiss Asset Management LP is the
sole investment manager to a private investment partnership (the “Partnership”) and a private investment fund
(“Fund”). WAM GP LLC is the sole general partner of Weiss Asset Management LP. Andrew Weiss is the managing member
of WAM GP LLC. Shares reported for WAM GP LLC, Andrew Weiss and Weiss Asset Management LP include shares beneficially owned
by the Partnership and the Fund. The address for each of Weiss Asset Management LP, WAM GP LLC and Andrew M. Weiss is 222
Berkeley St., 16th floor, Boston, MA 02116.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

On August 20, 2020, the Company
issued an unsecured promissory note to Ventoux Acquisition. The outstanding balance under the promissory note of $151,812 was
repaid in full on December 31, 2020.

 

In addition, at the closing of the IPO,
the Company’s stockholders prior to the IPO purchased from the Company an aggregate of 6,000,000 Private Warrants at $1.00
per Private Warrant (for a total purchase price of $6,000,000). In connection with the closing of the issuance sale of the Over-Allotment
Option Units, the Company’s stockholders prior to the IPO purchased from the Company an aggregate of 675,000 Private Warrants
at $1.00 per Private Warrant (for a total purchase price of $675,000). As of December 31, 2020, the Company had no loans outstanding,
including any loans from its directors or officers.

 

Jonas Grossman and Alex Weil are affiliated with Chardan
Capital Markets, in addition to being directors of the Company. While no direct compensation arrangements regarding such individuals have
been entered into regarding such fees, these executives may benefit indirectly from any such amounts payable to Chardan Capital Markets
in respect of marketing fees, costs and expenses incurred by Chardan Capital Markets in connection with the identification, review and
negotiation and approval of the initial business combination.

 

Related Party Policy

 

Our Code of Ethics requires us to avoid,
wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under
guidelines approved by the board of directors (or the Audit Committee). Related-party transactions are defined as transactions
in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or
any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director,
(b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred
to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being
a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes
actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest
may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

 

 

We also require each of our directors
and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about
related party transactions.

 

Our Audit Committee, pursuant to its written
charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.
All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on
terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will
require prior approval by our Audit Committee and a majority of our disinterested independent directors, or the members of our
board of directors who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys
or independent legal counsel. We will not enter into any such transaction unless our Audit Committee and a majority of our disinterested
independent directors determine that the terms of such transaction are no less favorable to us than those that would be available
to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive
officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

 

These procedures are intended to determine
whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part
of a director, employee or officer.

 

To further minimize potential conflicts
of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial
stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to
our stockholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or initial
stockholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation
prior to, or for any services they render in order to effectuate, the consummation of a business combination.

 

Director Independence

 

Nasdaq listing standards require that
a majority of our board of directors be independent. For a description of the director independence, see above Part III, Item
10 – Directors, Executive Officers and Corporate Governance.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The firm of WithumSmith+Brown, PC, or
Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services
rendered.

 

Audit Fees. For the year ended
December 31, 2020, fees for our independent registered public accounting firm were approximately $65,400, for the services Withum
performed in connection with our IPO and the audit of our December 31, 2020 financial statements included in this Annual Report
on Form 10-K.

 

Audit-Related Fees. For the year
ended December 31, 2020, our independent registered public accounting firm did not render assurance and related services related
to the performance of the audit or review of financial statements.

 

Tax Fees. For the year ended December
31, 2020, fees for our independent registered public accounting firm were approximately $7,500 for tax compliance, tax advice
and tax planning.

 

All Other Fees. For the year ended
December 31, 2020, there were no fees billed for products and services provided by our independent registered public accounting
firm other than those set forth above.

 

Pre-Approval Policy

 

Our Audit Committee was formed upon the
consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services
rendered prior to the formation of our Audit Committee were approved by our board of directors. Since the formation of our Audit
Committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit
services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for
non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

 

 

part
IV

 

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
   
(a) The following are filed with this report:
   
  (1) Financial Statements:
     
  (2) Financial Statement Schedules:

 

None.

 

 

The following exhibits are filed with
this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at http://www.sec.gov.

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated December 23, 2020, by and between the Company and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
3.1   Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
3.2   Bylaws (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 1, 2020)
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 15, 2020)
4.2   Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 15, 2020)
4.3   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 15, 2020)
4.4   Warrant Agreement, dated December 23, 2020, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
4.5   Rights Agreement, dated December 23, 2020, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
4.6   Description
of Securities (incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 30, 2020)
10.1   Letter Agreements, dated December 23, 2020, by and between the Company and the Company’s officers, directors and initial stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
10.2   Investment Management Trust Agreement, dated December 23, 2020, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)

 

 

10.3   Stock Escrow Agreement, dated December 23, 2020, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
10.4   Registration Rights Agreement, dated December 23, 2020, by and between the Company and the initial stockholders of the Company (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
10.5   Indemnity Agreements, dated December 23, 2020, by and between the Company and the directors and officers of the Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
10.6   Subscription Agreement, dated December 23, 2020, by and between the Company and Ventoux Acquisition Holdings LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
10.7   Subscription Agreement, dated December 23, 2020, by and between the Company and Chardan International Investments, LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
10.8   Business Combination Marketing Agreement, dated December 23, 2020, by and between the Company and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
10.9   Administrative Services Agreement, dated December 23, 2020, by and between the Company and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2020)
14.1   Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 15, 2020)
31.1*   Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*   Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1   Form of Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 15, 2020)
99.2   Form of Audit Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 15, 2020)
99.3   Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 15, 2020)

 

 

** Furnished herewith. This certification is being furnished
solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange
Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.

 

ITEM 16. FORM 10-K SUMMARY

 

Not applicable.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13
or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 

  VENTOUX CCM ACQUISITION CORP.
     
Dated: December 3, 2021 By: /s/ Edward Scheetz
  Name: Edward Scheetz
  Title: Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 

Pursuant to the requirements of the Securities
Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/
Edward Scheetz
  Chairman
and Chief Executive Officer
  December
3, 2021
Edward
Scheetz
  (Principal
Executive Officer)
   
         
/s/
Matthew MacDonald
  Chief
Financial Officer
  December
3, 2021
Matthew
MacDonald
  (Principal
Accounting and Financial Officer),
Secretary and Director
   
         
/s/
Jonas Grossman
  Director   December
3, 2021
Jonas
Grossman
       
         
/s/
Alex Weil
  Director   December
3, 2021
Alex
Weil
       
         
/s/
Woodrow H. Levin
  Director   December
3, 2021
Woodrow
H. Levin
       
         
/s/
Julie Atkinson
  Director   December
3, 2021
Julie
Atkinson
       
         
/s/
Christian Ahrens
  Director   December
3, 2021
Christian
Ahrens
       
         
/s/
Bernard Van der Lande
  Director   December
3, 2021
Bernard
Van der Lande
       

 

 

VENTOUX CCM ACQUISITION CORP.

 

INDEX TO FINANCIAL STATEMENTS

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

 

To the Stockholders and the Board of Directors
of

Ventoux CCM Acquisition Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets
of Ventoux CCM Acquisition Corp. (the “Company”) as of December 31, 2020, and 2019, the related statements of operations,
changes in stockholders’ equity and cash flows for the year ended December 31, 2020 and for the period from July 10, 2019 (inception)
through December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and
2019, and the results of its operations and its cash flows for the for the year ended December 31, 2020 and period from July 10, 2019
(inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Restatement of Financial Statements

 

As discussed in Note 2 to the financial statements, the 2020 financial
statements have been restated to correct certain misstatements.

 

Going Concern

 

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company
is unable to raise additional funds to alleviate liquidity needs and complete a business combination by March 30, 2022, then the Company
will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent
dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

 

/s/ WithumSmith+Brown, PC  

 

We have served as the Company’s auditor since 2020.

 

New York, New York

 

June 22, 2021, except for the effects of the restatement disclosed
in Note 2 as to which the date is December 3, 2021

 

 

VENTOUX CCM ACQUISITION CORP.
BALANCE SHEETS

 

    December 31,
    2020   2019
    (As Restated – See Note 2)    
ASSETS        
Current assets        
Cash   $ 1,071,253     $ 25,000  
Prepaid expenses     29,200       —    
Total Current Assets     1,100,453       25,000  
                 
Cash held in Trust Account     151,500,000       —    
TOTAL ASSETS   $ 152,600,453     $ 25,000  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Accrued expenses   $ 18,123     $ 1,450  
Advances from related parties     120,005       —    
Total Current Liabilities     138,128       1,450  
                 
Warrant liabilities     7,320,000       —    
Total Liabilities     7,458,128       1,450  
                 
Commitments and Contingencies                
                 
Common stock subject to possible redemption, 15,000,000 and 0 shares as of December 31,
2020 and 2019 (at $10.10 per share), respectively
    151,500,000       —    
                 
Stockholders’ Equity                
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued
and outstanding
    —         —    
Common stock, $0.0001 par value; 50,000,000 shares authorized;  4,312,500
shares issued and outstanding (excluding 15,000,000 and 0 shares subject to possible redemption) as of December 31, 2020 and
2019, respectively (1)
    431       431  
Additional paid-in capital     —         24,569  
Accumulated deficit     (6,358,106 )     (1,450 )
Total Stockholders’ Equity     (6,357,675 )     23,550  
Total Liabilities and Stockholders’ Equity   $ 152,600,453     $ 25,000  

 

(1) These numbers include up to 562,500 shares of common stock subject
to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 5, 2021, the underwriters
fully exercised the over-allotment option; thus, these shares are no longer subject to forfeiture.

 

The accompanying notes are an integral
part of the financial statements.

 

 

VENTOUX CCM ACQUISITION CORP.
STATEMENTS OF OPERATIONS

 

    Year Ended
December 31,
  For the
Period
from
July 10,
2019
(Inception)
Through
December 31,
    2020   2019
    (As Restated –
See Note 2)
   
         
Formation and operational costs   $ 18,208     $ 1,450  
 Loss from operations     (18,208 )     (1,450 )
                 
Other expense:                
Change in fair value of warrant liabilities     (180,000 )     —    
Loss on initial issuance of private warrants     (1,140,000 )     —    
Transaction costs allocable to warrant liabilities     (24,853 )     —    
Other expense, net     (1,344,853 )     —    
                 
Net loss   $ (1,363,061 )   $ (1,450 )
                 
Weighted average shares outstanding of common stock     4,119,863       3,750,000  
Basic and diluted net loss per share, common stock   $ (0.33 )   $ 0.00  

 

(1) These numbers exclude up to 562,500 shares of common stock subject
to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 5, 2021, the underwriters
fully exercised the over-allotment option; thus, these shares are no longer subject to forfeiture.

 

The accompanying notes are an integral
part of the financial statements.

 

 

VENTOUX CCM
ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY

 

    Common Stock   Additional
Paid-in
  Accumulated   Total
Stockholders’
    Shares   Amount   Capital   Deficit   Equity
Balance – July 10, 2019 (inception)   $ —       $ —       $ —       $ —       $ —    
                                         
Issuance
of common stock to Initial Stockholders (1)
    4,312,500       431       24,569       —         25,000  
                                         
Net loss     —         —         —         (1,450 )     (1,450 )
Balance – December 31, 2019     4,312,500       431       24,569       (1,450 )     23,550  
                                         
Allocation of Initial Public Offering to public warrants                     8,925,000               8,925,000  
                                         
Allocation of Initial Public Offering to public rights                     6,375,000               6,375,000  
                                         
Accretion for common stock subject to redemption amount     —         —         (15,324,569 )     (4,993,595 )     (20,318,164 )
                                         
Net loss     —         —         —         (1,363,061 )     (1,363,061 )
Balance – December
31, 2020 (As Restated – See Note 2)
    4,312,500     $ 431     $ —       $ (6,358,106 )   $ (6,357,675 )

 

(F) This number includes up to 562,500 shares
of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January
5, 2021, the underwriters fully exercised the over-allotment option; thus, these shares are no longer subject to forfeiture.

 

The accompanying notes are an integral
part of the financial statements.

 

 

VENTOUX CCM ACQUISITION CORP.
STATEMENTS OF CASH FLOWS

(AS RESTATED)

 

    Year Ended
December 31,
    For the
Period from
July 10,
2019
(Inception)
Through
December 31,
 
    2020     2019  
    (As Restated)        
Cash Flows from Operating Activities:            
Net loss   $ (1,363,061 )   $ (1,450 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Change in fair value of warrant liabilities     180,000        
Loss on initial issuance of private warrants     1,140,000          
Transaction costs allocable to warrant liabilities     24,853        
Changes in operating assets and liabilities:                
Prepaid expenses     (29,200 )      
Accrued expenses     16,673       1,450  
Net cash used in operating activities     (30,735 )      
                 
Cash Flows from Investing Activities:                
Investment of cash into Trust Account     (151,500,000 )      
Net cash used in investing activities     (151,500,000 )      
                 
Cash Flows from Financing Activities:                
Proceeds from issuance of common stock to Sponsor           25,000  
Proceeds from sale of Units, net of underwriting discounts paid     147,000,000        
Proceeds from sale of Private Warrants     6,000,000        
Advances from related parties     2,520,005        
Repayment of advances from related parties     (2,400,000 )      
Proceeds from promissory note – related party     145,000        
Repayment of promissory note – related party     (151,812 )      
Payment of offering costs     (536,205 )      
Net cash provided by financing activities     152,576,988       25,000  
                 
Net Change in Cash     1,046,253       25,000  
Cash – Beginning of period     25,000        
Cash – End of period   $ 1,071,253     $ 25,000  
                 
Non-cash Investing and Financing Activities:                
Initial classification of common stock subject to possible redemption   $ 151,500,000     $  
Offering costs paid through promissory note   $ 6,812     $  

 

The accompanying notes are an integral
part of the financial statements.

 

 

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

Ventoux CCM
Acquisition Corp. (formerly known as Chardan Global Acquisition Corp.) (the “Company”) was incorporated in Delaware
on July 10, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business transaction with one or more businesses or entities that the Company
has not yet identified (a “Business Combination”).

 

The Company
is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is
an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage
and emerging growth companies.

 

As of December
31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation
and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate
any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering.

 

The registration statement
for the Company’s Initial Public Offering was declared effective on December 23, 2020. On December 30, 2020, the Company consummated
the Initial Public Offering of 15,000,000 Units (the “Units” and, with respect to the shares of common stock included in
the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in
Note 4.

 

Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Warrants”) at
a price of $1.00 per Private Warrant in a private placement to Ventoux Acquisition Holdings LLC (“Ventoux Acquisition”),
the co-sponsor and an affiliate of certain of the Company’s officers and directors, and Chardan International Investments, LLC
(“Chardan Investments”), the co-sponsor and an affiliate of certain of the Company’s directors and Chardan Capital
Markets, LLC, generating gross proceeds of $6,000,000, which is described in Note 5.

 

Transaction costs amounted
to $3,543,017, consisting of $3,000,000 in cash underwriting fees and $543,017 of other offering costs.

 

Following
the closing of the Initial Public Offering on December 30, 2020, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the
“Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 183 days
or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination
or (ii) the distribution of the funds in the Trust Account as described below.

 

On December
29, 2020, the underwriters notified the Company of their intent to fully exercise their over-allotment option. Closing of the over-allotment
option occurred on January 5, 2021, when the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit,
and the sale of an additional 675,000 Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $23,175,000.
A total of $22,725,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust
Account to $174,225,000. Transaction costs related to the underwriters’ exercise of their over-allotment option were $450,000,
consisting of underwriting fees. As a result of the underwriters’ election to exercise their over-allotment option in full,
562,500 Founder Shares (as defined in Note 5) are no longer subject to forfeiture. 

 

The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and
the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together
have a fair market value equal to at least 80% of the balance in the Trust Account (net of amounts previously released to the Company
to pay its tax obligations) at the time of the signing an agreement to enter into a Business Combination. The Company will only
complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully
effect a Business Combination.

 

 

The Company
will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business
Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by
means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct
a tender offer will be made by the Company, solely in its discretion. The Company may require stockholders to vote for or against the Business
Combination to be able to redeem their shares, and stockholders who do not vote, or who abstain from voting, on the Business Combination
will not be able to redeem their shares. The stockholders will be entitled to redeem their shares for a pro rata portion of the
amount then on deposit in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on the funds held in
the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon
the completion of a Business Combination with respect to the Company’s rights or warrants.

 

The Company
will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of
a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in
favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder
vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation,
conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file
tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction
is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
rules. If the Company seeks stockholder approval in connection with a Business Combination, Ventoux Acquisition, Chardan Investments
and any other initial stockholders of the Company’s common stock prior to the Initial Public Offering (collectively, the
“Initial Stockholders”) have agreed to (a) vote their Founder Shares and any Public Shares held by them in favor
of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a stockholder vote
to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination.
Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed transaction.

 

Notwithstanding
the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions
pursuant to the tender offer rules, a stockholder, together with any affiliate of such stockholder or any other person with whom
such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming their shares with respect to more
than an aggregate of 20% of the Public Shares.

 

The Company
will have until March 30, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able
to consummate a Business Combination by March 30, 2022, the Company may extend the period of time to consummate a Business Combination
one time by an additional three months (until June 30, 2022) to complete a Business Combination (the “Combination Period”).
In order to extend the time available for the Company to consummate a Business Combination, the Initial Stockholders or their affiliates
or designees must deposit into the Trust Account $1,725,000 (due to the exercise in full of the underwriters’ over-allotment
option) ($0.10 per Public Share), on or prior to the date of the applicable deadline.

 

If the Company
is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem
100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest earned (net of taxes payable), divided by the number of then outstanding Public Shares, 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 the remaining stockholders and the Company’s board of directors, proceed to commence
a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for
claims of creditors and the requirements of applicable law. The proceeds deposited in the Trust Account could, however, become
subject to claims of creditors.

 

 

The Initial
Stockholders have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may
acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to
waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails
to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s
Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to
redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public
stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders
will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business
Combination or liquidates within the Combination Period.

 

In order to
protect the amounts held in the Trust Account, certain of the Initial Stockholders (the “Insiders”) have agreed to
be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or
a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of
funds in the Trust Account to below $10.10 per share, except as to any claims by a third party who executed a waiver of any right,
title, interest or claim of any kind
in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial
Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Insiders will
not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility
that the Insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service
providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities
with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind
in or to monies held in the Trust Account.

 

Going Concern and Liquidity

 

As of December 31, 2020,
the Company had $1,071,253 in its operating bank accounts, $151,500,000 in securities held in the Trust Account to be used for a Business
Combination or to repurchase or redeem its common stock in connection therewith and working capital of $962,325.

 

If the Company is
unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not
necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing
will be available to it on commercially acceptable terms, if at all.

 

As a result of the
above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard
Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability
to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and
dissolution raise substantial doubt about the Company’s ability to continue as a going concern through March 30, 2022, the scheduled
liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary
should the Company be unable to continue as a going concern.

   

NOTE
2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 

The Company concluded
it should restate its previously issued financial statements by amending Amendment No. 1 to its Annual Report on Form 10-K/A, filed with
the SEC on June 24, 2021, to classify all common stock subject to possible redemption in temporary equity. In accordance with ASC 480,
paragraph 10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be
classified outside of permanent equity. The Company had previously classified a portion of its common stock in permanent equity, or total
stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that
the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously,
the Company did not consider redeemable common stock classified as temporary equity as part of net tangible assets. Effective with these
financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Also, in connection
with the change in presentation for the common stock subject to possible redemption, the Company also revised its earnings per share
calculation to allocate income and losses shared pro rata between the two classes of common stock. This presentation contemplates a Business
Combination as the most likely outcome, in which case, both classes of common stock share evenly to all common stock. As a result, the
Company restated its previously filed financial statements to present all redeemable common stock as temporary equity and to recognize
accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.
The Company’s previously filed financial statements that contained the error were initially reported in the Company’s Form
8-K filed with the SEC on January 6, 2021 (the “Post-IPO Balance Sheet”) and the Company’s Annual Report on 10-K for
the annual period ended December 31, 2020, which were previously restated in the Company’s Amendment No. 1 to its Form 10-K as
filed with the SEC on June 22, 2021, as well as the Form 10-Qs for the quarterly periods ended March 31, 2021 and June 30, 2021 (the
“Affected Periods”). These financial statements restate the Company’s previously issued audited financial statements
covering the periods through December 31, 2020. The Company’s unaudited financial statements for the quarterly periods ended March
31, 2021 and June 30, 2021 will be restated in an amendment to the Company’s Form 10-Q/A for the quarterly period ended September
30, 2021 to be filed with the SEC. Refer to Note 3 and Note 8 which have been updated to reflect the restatement contained in this Annual
Report.

 

 

Impact
of the Restatement

 

The impact of the restatement on the Post IPO Balance Sheet as
of December 30, 2020 is presented below.

 

Balance Sheet as of December 30, 2020   As Reported As Previously
Restated in 10-K/A Amendment No. 1
    Adjustment     As Restated  
Common stock subject to possible redemption   $ 140,340,442     $ 11,159,558       151,500,000  
Common stock   $ 541     $ (110 )     431  
Additional paid-in capital   $ 6,165,853     $ (6,165,853 )      
Retained earnings   $ (1,166,388 )   $ (4,993,598 )     (6,159,986 )
Total Stockholders’ Equity (Deficit)   $ 5,000,006     $ (11,159,561 )     (6,159,555 )
Number of shares subject to redemption     13,895,093       1,104,907       15,000,000  

 

The impact of the restatement on the audited balance sheet as of
December 31, 2020 is presented below:

 

Balance Sheet as of December 31, 2020   As Reported As Previously
Restated in 10-K/A Amendment No. 1
    Adjustment     As Restated  
Common stock subject to possible redemption   $ 140,142,318     $ 11,357,682     $ 151,500,000  
Common stock   $ 544     $ (113 )   $ 431  
Additional paid-in capital   $ 6,363,974     $ (6,363,974 )   $  
Retained earnings   $ (1,364,511 )   $ (4,993,595 )   $ (6,358,106 )
Total Stockholders’ Equity (Deficit)   $ 5,000,007     $ (11,357,682 )   $ (6,357,675 )
Number of shares subject to redemption     13,875,477       1,124,523       15,000,000  

 

The impact to the reported
amounts of weighted average shares outstanding and basic and diluted earnings per common stock is presented below for the period ended
December 31, 2020:

 

Statement of Operations for
the Period ended December 31, 2020
  As Reported As Previously
Restated in 10-K/A Amendment No. 1
    Adjustment     As Restated  
Basic and diluted weighted average shares
outstanding, common stock subject to possible redemption
    15,000,000       (15,000,000 )      
Basic and diluted net income per share, common stock
subject to possible redemption
  $     $     $  
Basic and diluted weighted average shares outstanding,
Non-redeemable common stock
    3,750,000       (3,750,000 )      
Basic and diluted net loss (income) per share, Non-redeemable
common stock
  $ (0.36 )   $ 0.36     $  
Weighted average shares outstanding of common stock           4,119,863       4,119,863  
Basic and diluted net loss per share, common stock   $     $
(0.33 )
    $ (0.33 )

 

The impact of the restatement on the audited
Statement of Shareholders’ Equity (Deficit) is presented below:

 

Condensed Statement of Changes in Shareholders’
Equity (Deficit) for the Period Ended December 31, 2020
                 
Sale of 15,000,000 Units, net of underwriter
discounts and offering expenses
  $ 146,481,836     $ (146,481,836 )   $  
Initial value of common stock subject to redemption   $ (140,142,318 )   $ 140,142,318     $  
Accretion for common stock subject to redemption amount   $     $ (5,018,164 )   $ (5,018,164 )
Total Stockholders’ Equity (Deficit)   $ 5,000,007     $ (11,357,682 )   $ (6,357,675 )

 

The impact of the restatement
to the previously reported as restated statement of cash flows for the period ended December 31, 2020, is presented below:

 

Condensed Statement of Cash Flows for the period through
December 31, 2020
                 
Non-cash Investing and Financing Activities:                  
Initial classification of common stock
subject to possible redemption
  $ 140,340,442     $ 11,159,558     $ 151,500,000  
Change in value of common stock subject to possible
redemption
  $ (198,124 )   $ 198,124     $  

 

 

NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis
of Presentation

 

The
accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC.

 

As described in Note 2—Restatement
of Previously Issued Financial Statements, the Company’s financial statements for as of and for the year ended December 31, 2020
are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication
of accounting guidance related to the Company’s warrants in the Company’s previously issued audited financial statements
for such periods. The restated financial statements are indicated as “Restated” in the audited financial statements and accompanying
notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion.

 

Emerging
Growth Company

 

The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved.

 

Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.

 

Use
of Estimates

 

The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

 

Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates
included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results
could differ significantly from those estimates. 

 

 

Cash and Cash Equivalents

 

The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company
had no cash equivalents as of December 31, 2020 and 2019.

 

Common Stock Subject to Possible
Redemption

 

The Company accounts
for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified
as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features
redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’
equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020, there are 15,000,000 common stock subject
to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance
sheet.

 

Effective with
the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which
resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

 

At December 31, 2020, the common stock reflected
in the balance sheet are reconciled in the following table:

 

Gross proceeds   $ 150,000,000  
Less:        
Proceeds Allocated to Public Warrants     (8,925,000 )
Proceeds Allocated to Public Rights     (6,375,000 )
Common stock issuance costs     (3,518,164 )
Plus:        
Accretion of carrying value to redemption value     20,318,164  
         
Common stock subject to possible redemption   $ 151,500,000  

 

 

Offering Costs

 

Offering costs consist
of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial
Public Offering. Offering costs amounting to $3,518,164 were charged against the carrying value of common stock upon the completion of
the Initial Public Offering and $24,853 were charged to the statement of operations upon the completion of the Initial Public Offering.

 

Derivative Warrant Liabilities

 

The Company evaluates all
of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features
that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

 

The Company accounts for
the Private Warrants in accordance with the guidance contained in ASC 815-40 under which the Private Warrants do not meet the criteria
for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at
their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants
for periods where no observable traded price was available are valued using a Modified Black-Scholes model. Derivative warrant liabilities
are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require
the creation of current liabilities.

 

Income Taxes

 

The Company complies
with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC 740 prescribes a
recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken
or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as
of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position.

 

The Company may be subject
to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance
with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax
benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing
authorities since inception.

 

Net Loss Per Common Share

 

The Company complies
with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock
is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period.

 

The calculation of diluted
income (loss) per common stock does not consider the effect of (1) warrants sold in the Initial Public Offering to purchase 15,300,000
common stock, and (2) rights sold in the Initial Public Offering that convert into 862,500 common stock, in the calculation of diluted
loss per share, since the exercise of warrants and the conversion of the rights into shares of common stock are contingent upon the occurrence
of future events. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates
fair value. As of December 31, 2020, the Company did not have any other dilutive securities or other contracts that could, potentially,
be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock
is the same as basic net loss per common stock for the period presented.

 

The following table reflects the calculation
of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):

 

    For the Year ended December 31,

2020
    For the Period July 10, 2019 (Inception)
Through December 31,
2019
 
    Common Stock        
Basic and diluted net loss per common stock            
Numerator:   $ (1,363,061 )   $ (1,450 )
Allocation of net loss                
Denominator:                
Basic and diluted weighted average common stock outstanding     3,971,096       3,750,000  
Basic and diluted net loss per common stock     (0.36 )      

 

 

Concentration of Credit Risk

 

Financial instruments
that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which,
at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2020 and 2019, the Company has not
experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

 

Financial Instruments

 

The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the Private
Warrants (see Note 11).

 

Fair Value Measurements

 

Fair value is defined as
the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments
in active markets;

 

Level
2, defined as inputs other than quoted prices in active markets that are either directly
or indirectly observable such as quoted prices for similar instruments in active markets
or quoted prices for identical or similar instruments in markets that are not active; and

 

Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring
an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable.

 

In some circumstances,
the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the
fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant
to the fair value measurement.

 

 

Recent Accounting Standards

 

Management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.

 

NOTE 4. INITIAL PUBLIC OFFERING

 

In connection
with the Initial Public Offering on December 30, 2020, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit.
Each Unit consists of one share of common stock, one right to receive one-twentieth (1/20) of one share of common stock upon the
consummation of a Business Combination and one warrant (“Public Warrant”). Each Public Warrant entitles the holder
to purchase one-half of one share of common stock at an exercise price of $11.50 per share (see Note 7).

 

NOTE 5. PRIVATE PLACEMENT

 

Simultaneously
with the closing of the Initial Public Offering, Ventoux Acquisition purchased an aggregate of 4,000,000 Private Warrants and Chardan
Investments purchased an aggregate of 2,000,000 Private Warrants, at $1.00 per Private Warrant resulting in combined aggregate
purchase price of $6,000,000 in a private placement. Ventoux Acquisition purchased an additional 450,000 Private Warrants and Chardan
Investments purchased an additional 225,000 Private Warrants, at a price of $1.00 per Private Warrant, or $675,000 in the aggregate,
upon the full exercise of the over-allotment option (see Note 10). Each Private Warrant is exercisable to purchase one share of
common stock at an exercise price of $11.50. If the Company does not complete a Business Combination within the Combination Period,
the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law), and the Private Warrants will expire worthless. There will be no redemption rights or liquidating distributions
from the Trust Account with respect to the Private Warrants.

 

NOTE 6. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On September
19, 2019, Chardan Investments purchased 5,000,000 shares (the “Founder Shares”) for an aggregate price of $25,000.
On July 23, 2020, Chardan Investments sold 3,250,000 Founder Shares back to the Company for an aggregate price of $16,250. On August 25,
2020, Chardan Investments transferred 256,375 Founder Shares back to the Company for nominal consideration, which shares were cancelled,
resulting in Chardan Investments holding a balance of 1,493,625 Founder Shares. On July 23, 2020, Ventoux Acquisition purchased
3,250,000 Founder Shares from the Company for an aggregate price of $16,250. On August 25, 2020, Ventoux Acquisition transferred
431,125 Founder Shares back to the Company for nominal consideration, which shares were cancelled. On December 15, 2020, Ventoux
Acquisition transferred 22,500 Founder Shares to Cindat USA LLC, an affiliate of one of the Company’s directors, and, on
December 17, 2020, Ventoux Acquisition transferred an aggregate of 67,500 Founder Shares to three of the Company’s directors.
As of the date hereof, Ventoux Acquisition holds 2,728,875 Founder Shares.

 

The 4,312,500
Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture by the Initial Stockholders to the extent that
the underwriters’ over-allotment were not exercised in full or in part, so that the Initial Stockholders would collectively
own approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial
Stockholders do not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election
to fully exercise their over-allotment option, the Founder Shares are no longer subject to forfeiture (see Note 10). All share
and per-share amounts have been retroactively restated.

 

The Initial
Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned,
sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination
or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share
(as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading
day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned,
sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either
case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other
similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash,
securities or other property.

 

Administrative Services Agreement

 

The Company entered into an agreement,
commencing on December 23, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation,
to pay Chardan Capital Markets, LLC a total of $10,000 per month for office space, utilities and secretarial support. As of December 31,
2020, there were no amounts incurred under this agreement.

 

Promissory Note —
Related Party

 

On August 20, 2020,
the Company issued an unsecured promissory note to Ventoux Acquisition (the “Promissory Note”), pursuant to which the Company
could borrow up to an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing and payable promptly after
(i) the date on which the consummation of the Initial Public Offering or (ii) the date on which it is determined not to consummate
the Initial Public Offering. The outstanding balance under the Promissory Note of $151,812 was repaid in full on December 31, 2020. 

 

Related Party Loans

 

In order to
finance transaction costs in connection with a Business Combination, the Initial Stockholders, an affiliate of the Initial Stockholders,
or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any
time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note.
The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to
$500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant.
Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company
may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the
Trust Account would be used to repay the Working Capital Loans. Working Capital Loans made by Chardan Capital Markets, LLC or any
of its related persons will not be convertible into Private Warrants and Chardan Capital Markets, LLC and its related persons will
have no recourse with respect to their ability to convert their Working Capital Loans into Private Warrants. As of December 31,
2020 and 2019, no Working Capital Loans were outstanding.

 

Related Party Extension Loans

 

As discussed in Note
1, the Company may extend the period of time to consummate a Business Combination one time, for an additional three months (until
June 30, 2022) to complete a Business Combination. In order to extend the time available for the Company to consummate a Business
Combination, the Initial Stockholders or their affiliates or designees must deposit into the Trust Account $1,725,000 (due to the
exercise in full of the underwriters’ over-allotment option), or $0.10 per Public Share, on or prior to the date of the applicable
deadline. Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with
any such loans have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned
amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination,
the Company will not repay such loans. The Initial Stockholders and their affiliates or designees are not obligated to fund the
Trust Account to extend the time for the Company to complete a Business Combination.

 

Advances from Related Parties

 

Related parties advanced
the Company approximately $2,520,000 to pay for certain offering costs in connection with the Initial Public Offering. A majority
of these advances were repaid and, at December 31, 2020, $120,005 was still owed to some of these related parties.

 

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

Risks and Uncertainties

 

Management continues to evaluate
the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a
negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific
impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments
that might result from the outcome of this uncertainty.

 

Registration and Stockholder
Rights

 

Pursuant
to a registration rights agreement entered into on December 23, 2020, the holders of the Founder Shares and the Private Warrants
and securities that may be issued upon conversion of Working Capital Loans will be entitled to registration and stockholder rights
pursuant to an agreement. The holders of a majority of these securities are entitled to make up to two demands that the Company
register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at
any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders
of a majority of the Private Warrants (and underlying securities) can elect to exercise these registration rights at any time after
the Company.

 

Underwriting Agreement

 

The Company
granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January
5, 2021, the closing of the underwriters’ over-allotment option occurred (see Note 10).

 

The underwriters
were paid cash underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, upon the closing of the Initial Public
Offering and the over-allotment option (see Note 10).

 

 

Business Combination Marketing
Agreement

 

The Company has engaged
Chardan Capital Markets, LLC as an advisor in connection with a Business Combination to assist the Company in holding meetings
with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company
to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business
Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its
press releases and public filings in connection with the Business Combination. The Company will pay Chardan Capital Markets, LLC
a marketing fee for such services upon the consummation of a Business Combination in an amount equal to, in the aggregate, 3.5%
of the gross proceeds of the Initial Public Offering, including proceeds from the exercise of the underwriters’ over-allotment
option. As a result, Chardan Capital Markets, LLC will not be entitled to such fee unless the consummates its Business Combination.

 

NOTE 8. STOCKHOLDERS’ EQUITY

 

Preferred Stock
— Per the Company’s Amended and Restated Certificate of Incorporation, the Company is authorized to issue up to 1,000,000
shares of preferred stock. As of December 31, 2020 and 2019, the Company has not issued shares of preferred stock.

 

Common Stock —
The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s
common stock are entitled to one vote for each share. At December 31, 2020, there were 4,312,500 shares of common stock issued and outstanding,
excluding 15,000,000 shares of common stock subject to possible redemption and there for classified as temporary equity, of which 562,500
shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full so that
the Initial Stockholders would collectively own approximately 20% of the issued and outstanding shares after the Initial Public Offering
(assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’
election to fully exercise their over-allotment option, the Founder Shares are no longer subject to forfeiture (see Note 10). At December
31, 2019, there were 4,312,500 shares of common stock issued and outstanding.

 

Rights —
Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive
one-twentieth (1/20) of a share of common stock upon consummation of the Business Combination, even if the holder of a right converted
all shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s Certificate of Incorporation
with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion
of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive
the one-twentieth (1/20) of a share of common stock underlying each right upon consummation of the Business Combination. No additional
consideration will be required to be paid by a holder of rights in order to receive his, her or its additional share of common stock
upon consummation of the Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the
extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the
Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share
consideration the holders of shares of common stock will receive in the transaction on an as-converted into common stock basis.

 

The Company will not issue
fractional shares in connection with an exchange of rights, so holders must hold rights in denominations of 20 in order to receive a
share of the Company’s common stock at the closing of the initial Business Combination. If the Company is unable to complete an
initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders
of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s
assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event
will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

 

NOTE 9. WARRANTS

 

The
Public Warrants will become exercisable at any time commencing on the later of one year after the closing of the Initial Public Offering
or the consummation of a Business Combination; provided that the Company has an effective and current registration statement covering
the shares of common stock issuable upon the exercise of the Public Warrants and a current prospectus relating to such shares of common
stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public
warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there
is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants
will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

 

The Company
may redeem the Public Warrants:

 

  in whole and not in part;
     
  at a price of $0.01 per warrant;
     
  at any time while the warrants are exercisable;

 

 

  upon not less than 30 days’ prior written notice of redemption to each warrant holder;
     
  if, and only if, the reported last sale price of the share of common stock equals or exceeds $16.50 per share, for any 20 trading
days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders;
and
     
  if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such
warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter
until the date of redemption.

 

If the Company calls
the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants
to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common
stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or
recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at
a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company
is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,
holders of rights or warrants will not receive any of such funds with respect to their rights or warrants, nor will they receive any
distribution from the Company’s assets held outside of the Trust Account with the respect to such rights or warrants. Accordingly,
the rights and warrants may expire worthless.

 

In addition,
if the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with
the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such
issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case
of any such issuance to the co-sponsors or their affiliates, without taking into account any Founder Shares held by the co-sponsors
or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price, and the $16.50 per share redemption trigger
price will be adjusted (to the nearest cent) to be equal to 165% of the market value (the volume weighted average trading price
of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
its Business Combination).

 

The Private
Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that each Private
Warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, the Private Warrants will be exercisable
for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective)
or on a cashless basis, at the holder’s option, and will not be non-redeemable by the Company, in each case, so long as they
are held by the initial purchasers or their affiliates.

 

The Public Warrants are
accounted for as equity and the Private Warrants are accounted for as liabilities on the balance sheet.

 

NOTE 10. INCOME TAX

 

The Company’s net deferred tax assets
are as follows:

 

    As of December 31,  
    2020     2019  
Deferred tax asset                
Net operating loss carryforward   $ 925     $  
Organizational costs/Startup expenses   $ 2,899     $  
Total deferred tax asset     3,824        
Valuation allowance     (3,824 )      
Deferred tax asset, net of allowance   $     $  

 

 

The income tax provision consists
of the following:

 

    Year ended December 31,  
    2020     2019  
Federal                
Current   $     $  
Deferred     (3,824 )      
State                
Current   $     $  
Deferred            
Change in valuation allowance     3,824        
Income tax provision   $     $  

 

As of December 31, 2020,
the Company had a U.S. federal net operating loss carryover of approximately $4,000 available to offset future taxable income.

 

In assessing the realization
of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which temporary differences representing net future deductible amounts become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making
this assessment. After consideration of all of the information available, management believes that significant uncertainty exists
with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the
year ended December 31, 2020 and for the period from July 10, 2019 (inception) through December 31, 2019, the change in the valuation
allowance was $3,824 and $0, respectively.

 

A reconciliation of the federal income tax
rate to the Company’s effective tax rate is as follows:

 

    For the years ended
December
31,
 
    2020     2019  
             
Statutory federal income tax rate     21.0 %     21.0 %
State taxes, net of federal tax benefit     0.0 %     0.0 %
Change in fair value of warrant liabilities     (20.3 )%     0.00 %
Transaction costs allocable to warrant liabilities     (0.4 )%     0.00 %
Change in valuation allowance     (0.3 )%     (21.0 )%
Income tax provision     0.0 %     0.0 %

 

The Company files
income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various
taxing authorities.

 

NOTE 11. FAIR VALUE MEASUREMENTS

 

At December 31, 2020, assets
held in the Trust Account were comprised of $151,500,000 in a money market fund which is classified as trading securities (Level 1).
Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from
the change in fair value of these securities is included in interest income in the accompanying statement of operations. The estimated
fair values of investments held in the trust account are determined using available market information. At December 31, 2019, no assets
were held in the Trust Account. 

 

The following tables present
information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020
and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 

Description   Level   December 31,
2020
 
Assets:          
Investments held in Trust Account – U.S.
Treasury Securities Money Market Fund
  1   $ 151,500,000  
             
Liabilities:            
Warrant Liabilities – Private Warrants   3     7,320,000  

 

 

The Private Warrants
were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The
warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statement
of operations.

 

The Private Warrants
were initially and subsequently valued using a Modified Black-Scholes model, which is considered to be a Level 3 fair value measurement.
The estimated fair value of derivative warrant liabilities is determined using Level 3 inputs. Inherent in a Black-Scholes model are
assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. However, inherent
uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The Company estimates
the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of
the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar
to the expected remaining life of the warrants. The term of the warrants is assumed to be equivalent to their remaining contractual term.
The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

 

The Modified Black-Scholes
model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of
the common stock. The expected volatility was derived from observable public warrant pricing on comparable ‘blank-check’
companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s
own Public Warrant pricing.

 

The following table
presents the quantitative information regarding Level 3 fair value measurements of the warrant liabilities:

 

   

December
30,

2020

(Initial
Measurement)

    December 31,
2020
 
Exercise price   $ 11.50     $ 11.50  
Stock price   $ 10.00     $ 10.00  
Volatility     18.75 %     19.15 %
Term     5.00       5.00  
Risk-free rate     0.38 %     0.36 %
Dividend yield     0.0 %     0.0 %

  

The following table
presents the changes in the fair value of Level 3 warrant liabilities:

 

Fair value as of January 1, 2020   $  
Initial measurement on December 30, 2020 (Initial Public Offering)     7,140,000  
Change in fair value     180,000  
Fair value as of December 31, 2020   $ 7,320,000  

 

Transfers to/from
Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There
were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2020.

 

NOTE 12. SUBSEQUENT EVENTS

 

The Company evaluated
subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were
issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the financial statements.

 

On December
29, 2020, the underwriters notified the Company of their intention to fully exercise their over-allotment option. On January 5,
2021, the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 675,000
Private Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $23,175,000. A total of $22,725,000 of the net
proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $174,225,000.

 

Transaction
costs related to the underwriters’ exercise of their over-allotment option were $450,000, consisting of underwriting fees.

 

As a result of the
underwriters’ election to exercise their over-allotment option in full, 562,500 Founder Shares are no longer subject to forfeiture.

 

 

F-20

 

Exhibit 31.1

 

CERTIFICATION
PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Edward Scheetz, certify that:

 

1. I
have reviewed this Annual Report on Form 10-K, Amendment No. 2, of Ventoux CCM Acquisition Corp.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
   
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
     
  b) (Paragraph omitted pursuant to SEC Release Nos. and 33-8392/34-49313); and
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
   
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  

Date: December 3, 2021
 
  /s/ Edward Scheetz
  Edward Scheetz
  Chief Executive Officer
  (Principal executive officer)

Exhibit 31.2

 

CERTIFICATION

PURSUANT TO RULES 13A-14(A) 
AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002

 

I, Matthew MacDonald, certify that:

 

1. I
have reviewed this Annual Report on Form 10-K, Amendment No. 2, of Ventoux CCM Acquisition Corp.
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
   
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
     
  b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); and
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
   
  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 3, 2021  
   
  /s/ Matthew MacDonald
  Matthew MacDonald
  Chief Financial Officer
  (Principal financial and accounting officer)

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002

 

In connection with the Annual Report of Ventoux
CCM Acquisition Corp. (the “Company”) on Form 10-K, Amendment No. 2, for the year ended December 31, 2020 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities
and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
     
    Date:
December 3, 2021

 

  /s/ Edward Scheetz
  Edward Scheetz
  Chief Executive Officer
  (Principal executive officer)

 

Date: December 3,
2021

 

  /s/ Matthew MacDonald
  Matthew MacDonald
  Chief Financial Officer
  (Principal financial and accounting officer)

 

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