UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K



(Mark
One)

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



For
the fiscal year ended December 31, 2021



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: 000-56377



Venetian-1
Acquisition Corp.

(Exact
name of registrant as specified in charter)



|Delaware                            |  | 87-2959575         
|----------------------------------- |  | -------------------
|(State or other jurisdiction
    of |  | (I.R.S. Employer   
|incorporation or organization)      |  | Identification No.)



2255
Glades Road, Suite 324A, Boca Raton, Florida 33431

(Address
of principal executive offices and Zip Code)



(561)
989-2208

(Registrant’s
telephone number, including area code)



Securities
Registered Pursuant to Section 12(b) of the Act:



|Title
    of Each Class |  | Trading
    Symbol |  | Name
    of Each Exchange on Which Registered
|----------------------- |  | ------------------ |  | ---------------------------------------------
|None                    |  | N/A                |  | N/A                                          



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



Common
Stock, $0.0001 par value per share

(Title
of Class)



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 Act. Yes ☐  No
☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed 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 and post 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 Act). Yes ☒  No ☐



The
registrant was incorporated on September 24, 2021, and has not yet had a completed second fiscal quarter. As of December 31, 2021, and
as of the date of this report, there were no non-affiliate holders of common stock of the registrant.



As
of March 30, 2022, there were 5,000,000 shares of common stock, par value $0.0001, outstanding.




















TABLE
OF CONTENTS



|             |                                                                                                                  | Page
|------------ | ---------------------------------------------------------------------------------------------------------------- | ----
|PART I      
|            
|Item
    1.  | Business                                                                                                         | 1   
|Item
    1A  | Risk
    Factors                                                                                                 | 5   
|Item
    1B  | Unresolved
    Staff Comments                                                                                    | 5   
|Item
    2.  | Properties                                                                                                       | 5   
|Item
    3.  | Legal
    Proceedings                                                                                            | 5   
|Item
    4.  | Mine
    Safety Disclosures                                                                                      | 5   
|             |                                                                                                                 
|PART II     
|            
|Item
    5.  | Market
    for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6   
|Item
    6.  | [Reserved]                                                                                                       | 7   
|Item
    7.  | Management’s
    Discussion and Analysis of Financial Condition and Results of Operation                         | 7   
|Item
    7A. | Quantitative
    and Qualitative Disclosures about Market Risk                                                   | 11  
|Item
    8.  | Financial
    Statements and Supplementary Data                                                                  | 11  
|Item
    9.  | Changes
    in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 11  
|Item
    9A. | Controls
    and Procedures                                                                                      | 12  
|Item
    9B. | Other
    Information                                                                                            | 12  
|Item 9C.     | Disclosure Regarding Foreign
    Jurisdictions That Prevent Inspections                                          | 12  
|             |                                                                                                                  |     
|PART III    
|            
|Item
    10. | Directors,
    Executive Officers and Corporate Governance                                                       | 13  
|Item
    11. | Executive
    Compensation                                                                                       | 14  
|Item
    12. | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 15  
|Item
    13. | Certain
    Relationships and Related Transactions, and Director Independence                                    | 16  
|Item
    14. | Principal
    Accounting Fees and Services                                                                       | 16  
|             |                                                                                                                  |     
|PART IV     
|            
|Item
    15. | Exhibits,
    Financial Statement Schedules                                                                      | 17  





i







SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION
CONTAINED IN THIS REPORT



This
Annual Report on Form 10-K (this “Form 10-K”) contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give
our current expectations or forecasts of future events. You can identify these statements by that they do not relate strictly to historical
or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,”
“hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“plans,” “would,” “should,” “could,” “may” or other similar expressions in
this Form 10-K. In particular, these include statements relating to future actions, future performance, anticipated expenses, or projected
financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to
differ materially from our historical experience and our present expectations or projections.



We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place
undue reliance on our forward- looking statements. Actual results or events could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, or joint ventures we may make or collaborations or strategic partnerships we may enter into.



You
should read this Form 10-K and the documents that we have filed as exhibits to this Form 10-K completely and with the understanding that
our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.



Unless
otherwise stated or the context otherwise requires, the terms “Venetian-1 Acquisition Corp.,” “we,” “us,”
“our,” the “Registrant” and the “Company” refer collectively to Venetian-1 Acquisition Corp.





ii







PART
I



Item
1. Business



Venetian-1
Acquisition Corp. was incorporated in the State of Delaware on September 24, 2021. Since inception, the Company has been engaged in organizational
efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts
to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent
concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with, an existing company.
The Company selected December 31st as its fiscal year end.



The
Company, based on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the
“SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning
of Section 3(a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is
to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as
a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. As of December 31,
2021, the Company had $10,089 in cash, and its auditors have issued an opinion raising substantial doubt about its ability to continue
as a going concern. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check”
companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our
securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the
periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.



The
Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and
beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term
earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business. The Company has not conducted any active operations since inception, except for its efforts
to locate suitable acquisition candidates. The Company’s plan of operation for the remainder of the fiscal year and beyond such
time shall be to continue its efforts to locate suitable acquisition candidates. As of the date of this filing, the Company has not identified
any specific milestones to be achieved by any specific date.



During
the remainder of the fiscal year and beyond such time, we anticipate incurring costs related to the filing of Exchange Act reports, and
investigating, analyzing and consummating an acquisition. We believe we will be able to meet these costs through the use of funds to
be loaned by or invested in us by our stockholders, management or other investors. Our management and stockholders have indicated their
intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act
reporting requirements; however, there are no agreements in effect between the Company and our management and stockholders specifically
requiring that they provide any funds to the Company. As a result, there are no assurances that such funds will be advanced or that the
Company will be able to secure any additional funding as needed.



The
analysis of new business opportunities will be undertaken by or under the supervision of the Company’s management. As of the date
of this filing, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions
with any potential business combination candidate regarding business opportunities for the Company. While the Company has limited assets
and no revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities
in that it may seek out a target company in any type of business, industry or geographical location. In its efforts to analyze potential
acquisition targets, the Company will consider the following kinds of factors:



| | (a) | potential for growth, indicated
    by new technology, anticipated market expansion or new products;
| | --- | ----------------------------------------------------------------------------------------------------



| | (b) | competitive position as
    compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------





1







| | (c) | strength and diversity
    of management, either in place or scheduled for recruitment;
| | --- | ---------------------------------------------------------------------------------------



| | (d) | capital requirements and
    anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities,
    through joint ventures or similar arrangements or from other sources;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | the cost of participation
    by the Company as compared to the perceived tangible and intangible values and potentials;
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (f) | the extent to which the
    business opportunity can be advanced; and
| | --- | ---------------------------------------------------------------------



| | (g) | the accessibility of required
    management expertise, personnel, raw materials, services, professional assistance and other required items.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



In
applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances
and make a determination based on reasonable investigative measures and available data. Potentially available business opportunities
may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available
for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition,
we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and
completing business combinations.



In
evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given
the lack of information that may be available regarding private companies and our limited personnel and financial resources. We expect
that our due diligence will encompass, among other things, meetings with the target business’s incumbent management, an inspection
of its facilities, as necessary and a review of financial and other information, which is made available to us.



This
due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, including but not limited
to attorneys, accountants, consultants or other such professionals. As of the date of this filing, the Company has not specifically identified
any third parties that it may engage. The costs associated with hiring third parties as required to complete a business combination may
be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the amount of time
it takes to complete a business combination, the location of the target company, and the size and complexity of the business of the target
company.



While
the Company does not intend to retain any entity to act as a “finder”, the Company’s management, through its various
contacts and affiliations with other entities, including Montrose Capital Partners Limited (“Montrose Capital”), a privately
held company that focuses on identifying public markets venture capital investment opportunities in high-growth early-stage companies,
may assist in making introductions to candidates for a potential business combination. Montrose Capital is sector agnostic; through its
principal owners, it has identified and invested in a wide spectrum of global industries, including biotechnology, specialty pharmaceuticals,
medical devices, robotics, and technology. Montrose Capital may further assist the Company with due diligence by identifying a business
combination target. Ian Jacobs, a stockholder and director and the sole officer of the Company, is an associate of Montrose Capital.
Mark Tompkins, a stockholder and director of the Company, is an officer and principal owner of Montrose Capital. Except as described
herein, there are currently no other agreements or preliminary understandings between us and Montrose Capital. As of the date of this
filing, Montrose Capital has not introduced any specific candidate for a potential business combination to the Company.



Our
limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation
and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without
detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be
desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others
associated with the target business seeking our participation.





2







The
time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently
be ascertained with any degree of certainty. The costs of a business combination transaction will be determined by the following factors:
(1) the amount of time it takes to complete a business combination, (2) the location of the target company, (3) the size and complexity
of the business of the target company, (4) whether current stockholders of the Company will retain equity in the Company, (5) the scope
of the due diligence investigation required, (6) the involvement of the Company’s auditors in the transaction, (7) possible changes
in the Company’s capital structure in connection with the transaction, and (8) whether funds may be raised contemporaneously with
the transaction. The time and costs required to complete a business combination can be estimated once a business combination target has
been identified. Any costs incurred with respect to the evaluation of a prospective business combination that is not ultimately completed
will result in a loss to us.



Through
information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the
reverse merger industry, the Company is aware that there are hundreds of shell companies seeking a business combination target. As a
result, the Company believes it is in a highly competitive market for a small number of business opportunities, which could reduce the
likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant participant in the business
of seeking mergers with, joint ventures with and acquisitions of small private and public entities. Many established and well-financed
entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be
desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and
managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities
and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating
a successful business combination.



In addition, management is currently involved
with other blank check companies—namely, Patricia Acquisition Corp., Aspen-1 Acquisition Inc. and Surfside Acquisition Inc., and
may become associated with additional blank check companies at any time in the future. As a result, conflicts may arise during the pursuit
of business combinations with other such companies with which our management is involved or may become involved with in the future if
we and the other blank check companies that our officers and directors are affiliated with desire to take advantage of the same business
opportunity.



At
this time, the Company has not identified any specific factors or criteria that will be used to determine which entity will proceed with
a proposed transaction in the event of a conflict of interest. Management reserves the right to use any such criteria as it determines
to be relevant at the time a proposed transaction is presented. However, in the event a conflict of interest arises in connection with
the identification of a proposed business transaction, the Company’s management and board of directors will use their reasonable
judgment and intend to take all such actions as may be required in order to satisfy its fiduciary duties. At this time, our management
has not identified any specific conflicts of interests.



We
presently have no employees apart from our management. Our officer and directors are engaged in outside business activities and are employed
on a full-time basis by other companies. Our officer and directors will be dividing their time amongst these entities and anticipate
that they will devote very limited time to our business until the acquisition of a successful business opportunity has been identified.
The specific amount of time that management will devote to the Company may vary from week to week or even day to day; therefore, the
specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty.
In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as an officer and/or director
of the Company, and believes that it will be able to devote the time required to consummate a business combination transaction as necessary.



We
expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination. Because
of the nature of our business, management does not believe it is necessary for us to focus on any human capital measures or objectives
in managing our business (such as measures or objectives that address the development, attraction and retention of personnel).



Form
of Acquisition



The
manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and
desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.



It
is likely that the Registrant will acquire its participation in a business opportunity through the issuance of its Common Stock or other
securities of the Registrant, which could result in substantial dilution to the equity of stockholders of the Registrant immediately
prior to the consummation of a transaction. Although the terms of any such transaction have not been identified and cannot be predicted,
it is expected that any business combination transaction the Company may enter into would be structured as a “tax free” reorganization.
It should be noted that the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization
under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), depends upon the transaction meeting
certain statutory and non-statutory requirements.





3







There
are different types of statutory requirements for each type of tax-free reorganization and thus each transaction must be reviewed carefully
to determine its eligibility for a tax-free reorganization. One of the statutory requirements in a tax-free reorganization is that at
least a certain percentage of the total consideration in the transaction must be voting stock of the acquirer corporation. This could
result in substantial dilution to the equity of those who were stockholders of the Registrant prior to such reorganization. In addition,
post- transaction dispositions of Registrant’s stock received as consideration could have implications for the tax-free nature
of the transaction in question. The Company does not intend to supply disclosure to stockholders concerning a target company prior to
the consummation of a business combination transaction, unless required by applicable law or regulation. In the event a proposed business
combination involves a change in majority of directors of the Company, the Company will file and provide to stockholders a Schedule 14F-1,
which shall include, information concerning the target company, as required. The Company will file a current report on Form 8-K, as required,
within four business days of a business combination which results in the Company ceasing to be a shell company. This Form 8-K will include
complete disclosure of the target company, including audited financial statements.



The
present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following
a reorganization transaction. As part of such a transaction, all or a majority of the Registrant’s directors may resign and one
or more new directors may be appointed without any vote by stockholders.



In
the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval
by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call
a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity of obtaining
such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give
rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as
not to require stockholder approval.



The
Company intends to search for a target for a business combination by contacting various sources including, but not limited to, our affiliates,
lenders, investment banking firms, private equity funds, consultants and attorneys. The approximate number of persons or entities that
will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. Due to our management’s
affiliation with Montrose Capital, we expect that Montrose Capital may be able to assist the Company in identifying a business combination
target for us. We currently do not have any agreements or preliminary agreements between us and any other entities including but not
limited to Montrose Capital.



It
is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants,
attorneys and others. The costs that will be incurred are difficult to determine with any degree of specificity at this time, as such
costs are expected to be dependent on factors such as (1) the amount of time it takes to identify and complete a business combination
transaction; (2) the location, size and complexity of the business of the target company; (3) whether current stockholders of the Company
will retain equity in the Company; (4) the scope of the due diligence investigation required; (5) the involvement of the Company’s
auditors in the transaction; (6) possible changes in the Company’s capital structure in connection with the transaction; (7) and
whether funds may be raised contemporaneously with the transaction. If a decision is made not to participate in a specific business opportunity,
the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for
the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant
of the related costs incurred. Other than as described below, the Company has not established a timeline with respect to the identification
of a business combination target.



Emerging
Growth Company



The
Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”),
and 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 auditor attestation
requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities
Exchange Act of 1934 to hold a nonbinding advisory vote of stockholders on executive compensation and any golden parachute payments not
previously approved.





4







The
Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1)
of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates
for public and private companies until those standards apply to private companies. As a result of this election, our financial statements
may not be comparable to companies that comply with public company effective dates.



We
will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues are
$1.07 billion or more, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our
common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of any fiscal year following the
anniversary of the initial reporting.



To
the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the
Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth
company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor
attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement
to provide only two years of audited financial statements, instead of three years.



Item
1A. Risk Factors.



As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



Item
1B. Unresolved Staff Comments.



None.



Item
2. Properties.



The
Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. Given
the limited need of the Company, management believes that the office space is more than suitable and adequate. The Company currently
has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons
primarily engaged in real estate activities.



Item
3. Legal Proceedings.



There
are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings to which
any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting
securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened
or contemplated against it.



Item
4. Mine Safety Disclosures.



Not
applicable.





5







PART
II



Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



The
Company is authorized by its Certificate of Incorporation to issue an aggregate of 60,000,000 shares of capital stock, of which 50,000,000
are shares of Common Stock and 10,000,000 are shares of Preferred Stock. As of the date of filing this Form 10-K, 5,000,000 shares of
Common Stock and zero shares of Preferred Stock were issued and outstanding and the Company had two stockholders of record.



Common
Stock



All
outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled
to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally
in dividends, if any, as may be declared from time to time by the Company’s board of directors out of funds legally available.
In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities.
The stockholders do not have cumulative or preemptive rights.



There
is currently no public market for our Common Stock. Furthermore, no public trading market is expected to develop in the foreseeable future
unless and until the Company completes a business combination with an operating business. However, we cannot guarantee our Common Stock
will ever be listed on any exchange or approved for quotation on any over-the-counter market.



Preferred
Stock



Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of Preferred Stock with designations, rights and preferences
determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval,
to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power,
or other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue
any shares of our authorized Preferred Stock, there can be no assurance that the Company will not do so in the future.



Dividends



We
have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination.
The payment of dividends in the future will be contingent 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 then board of directors. 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 does not anticipate declaring any dividends in the foreseeable
future.



Securities
Authorized for Issuance under Equity Compensation Plans



The
Company has not authorized any securities for issuance under an equity incentive plan.



Recent
Sales of Unregistered Securities



On
September 24, 2021, the Company issued (i) an aggregate of 4,750,000 shares of Common Stock to Mark Tompkins, a director of the Company,
for an aggregate purchase price equal to $475 representing amounts advanced by Mr. Tompkins to counsel for the Company in connection
with the formation and organization of the Company and (ii) an aggregate of 250,000 shares of Common Stock to Ian Jacobs, an officer
and director of the Company, for an aggregate cash purchase price equal to $25, pursuant to the terms and conditions set forth in the
Common Stock Purchase Agreement with each person. The Company issued these shares of Common Stock under the exemption from registration
provided by Section 4(a)(2) of the Securities Act.





6







On
September 24, 2021, in connection with advances made in connection with costs incurred by the Company, the Company issued a promissory
note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr. Tompkins the sum
of any and all amounts that Mr. Tompkins may advance to the Company on or before the date that the Company consummates a business combination
with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company
(as defined in Rule 12b-2 under the Exchange Act). The Company has used the proceeds from the note to cover its expenses. Although Mr.
Tompkins has no obligation to advance funds to the Company under the terms of the note, it is anticipated that he may advance funds to
the Company as fees and expenses are incurred in the future. As a result, the Company issued the note in anticipation of such advances.
Interest shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) has
occurred. In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”),
and starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent (18%)
per annum. As of December 31, 2021, the total amount due under the note was $10,000.



The
proceeds from the sale of the securities described above will be, and have been, used for working capital and general and administrative
expenses. No securities have been issued for services. Neither the Registrant nor any person acting on its behalf offered or sold the
securities by means of any form of general solicitation or general advertising. No services were performed by any purchaser as consideration
for the shares issued. The sale of the securities identified above were made pursuant to a privately negotiated transaction that did
not involve a public offering of securities and, accordingly, was exempt from the registration requirements of the Securities Act pursuant
to Section 4(a)(2) thereof and the rules promulgated thereunder.



Issuer
Purchases of Equity Securities



None.



Item
6. [Reserved]



Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operation. Overview of our Business



Venetian-1
Acquisition Corp. was incorporated in the State of Delaware on September 24, 2021. Since inception, the Company has been engaged in organizational
efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination. The Company filed a registration
statement on Form 10 with the SEC on January 4, 2021 as amended and filed on April 9, 2021, and since its effectiveness, the Company
has focused its efforts to identify a possible business combination.



The
Company is currently considered to be a “blank check” company. The SEC defines those companies as “any development
stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Many states have
enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.
The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets
(other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our
securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the
periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.



In
addition, the Company is an “emerging growth company,” as defined in the JOBS Act, and 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 auditor attestation requirements of section 404(b) of the Sarbanes-Oxley
Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Exchange Act to hold a nonbinding advisory vote of shareholders
on executive compensation and any golden parachute payments not previously approved.





7







The
Company has also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1)
of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates
for public and private companies until those standards apply to private companies. As a result of this election, our financial statements
may not be comparable to companies that comply with public company effective dates.



We
will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues
equal $1.07 billion or more, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year period, (3)
the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant
to an effective registration statement filed pursuant to the Securities Act, or (4) when the market value of our common stock that is
held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. To the
extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange
Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company
may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide
only two years of audited financial statements, instead of three years.



The
Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No
revenue has been generated by the Company since inception. It is unlikely the Company will have any revenues unless it is able to effect
an acquisition or merger with an operating company, of which there can be no assurance. The Company’s plan of operation for the
remainder of the fiscal year shall be to continue its efforts to locate suitable acquisition candidates. Our principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather
than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of business.



The
Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business
combinations for the next 12 months and beyond such time will be paid with funds to be loaned to or invested in us by our stockholders,
management or other investors.



The
Company currently does not engage in any business activities that provide cash flow. During the next twelve months, we anticipate incurring
costs related to:



| | (i) | filing Exchange Act reports,
    and
| | --- | ------------------------------------



| | (ii) | investigating, analyzing
    and consummating an acquisition.
| | ---- | -------------------------------------------------------------



We
believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management or
other investors. There are no assurances that such funds will be advanced or that the Company will be able to secure any additional funding
as needed. As of December 31, 2021, the Company had $10,089 in cash. On September 24, 2021, in connection with advances made in connection
with costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director of the Company,
pursuant to which the Company agreed to repay Mr. Tompkins the sum of any and all amounts that Mr. Tompkins may advance to the Company
on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other
transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act). The Company
has used the proceeds from the note to cover its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company under
the terms of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future. As
a result, the Company issued the note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount
of the note except if an Event of Default (as defined in the note) has occurred. In the event of an Event of Default, the entire note
shall automatically become due and payable (the “Default Date”), and starting from five (5) days after the Default Date,
the interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of December 31, 2021, the total amount
due under the note was $10,000. We currently have no other agreements or specific arrangements in place with our stockholders, management
or other investors. We currently have no other agreements or specific arrangements in place with our stockholders, management or other
investors.





8







Our
ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to
continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger
with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction
and/or related party advances, however there is no assurance of additional funding being available.



The
Company, as of December 31, 2021 had $10,089 in cash and has not earned any revenues from operations to date. In the next 12 months, we
expect to incur expenses equal to approximately $40,000 related to legal, accounting, audit, and other professional service fees incurred
in relation to the Company’s Exchange Act filing requirements. The costs related to the acquisition of a business combination target
company vary widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete
a business combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders
of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required, the
involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection
with the transaction, and whether funds may be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable
until the Company identifies a business combination target. These conditions raise substantial doubt about our ability to continue as
a going concern. The Company is currently devoting its efforts to locating merger candidates. The Company’s ability to continue
as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another
company, and ultimately, achieve profitable operations.



The
Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds
for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company
status that results from a combination with the Company will provide such company greater access to the capital markets, increase its
visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. There is no assurance that
we will in fact have access to additional capital or financing as a public company. In the alternative, a business combination may involve
the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public
trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.



Any
target business we select for a potential business combination may be a financially unstable company or an entity in its early stages
of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous
risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition,
we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain
or assess all significant risks.



Our
management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and
the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan
to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should
be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against
gains from another.



The
Company anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in a competitive
market with a small number of business opportunities, through information obtained from industry professionals including attorneys, investment
bankers, and other consultants with experience in the reverse merger industry, our management believes that there are opportunities for
a business combination with firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of
becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing
may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock
options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages
of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult
and complex.





9







We
do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target
businesses. However, we contemplate that Montrose Capital may introduce business combination opportunities to us. There are currently
no agreements or preliminary agreements between us and Montrose Capital.



We
have not established a specific timeline nor have we created a specific plan to identify an acquisition target and consummate a business
combination. We expect that our management and the Company, through its various contacts and affiliations with other entities, including
Montrose Capital, will locate a business combination target. We expect that funds in the amount of approximately $40,000 will be required
in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition to any other funds
that will be required in order to complete a business combination. Such funds can only be estimated upon identifying a business combination
target. Our management and stockholders have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish
its business plan and comply with its Exchange Act reporting requirements, however, there are no agreements in effect between the Company
and our management or stockholders specifically requiring they provide any funds to the Company. Therefore, there are no assurances that
the Company will be able to obtain the required financing as needed in order to consummate a business combination transaction.



COVID-19



On
March 11, 2020, the World Health Organization officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.”
A significant outbreak of COVID-19 and other infectious diseases has resulted in a widespread health crisis that has significantly adversely
affected businesses of all types, economies and financial markets worldwide. The business of any potential target business with which
we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business
combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or
the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely
manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly
uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to
contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue
for an extended period of time, our ability to consummate a business combination, or the operations of a target business with which we
ultimately consummate a business combination, may be materially adversely affected.



Liquidity
and Capital Resources



As
of December 31, 2021, the Company had total assets equal to $10,089 comprised exclusively of cash. The Company’s current liabilities
as of December 31, 2021, totaled $15,500 comprised of amounts due under a note payable to a shareholder for $10,000 and accounts payable
of $5,500. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.



The
following is a summary of the Company’s cash flows provided by (used in) operating and financing activities for the period September
24, 2021 (inception) to December 31, 2021:



|Net Cash (Used In) Operating Activities   |  | $ | (36    | )
|----------------------------------------- |  | - | ------ | -
|Net Cash Provided by Financing Activities |  | $ | 10,125 |  
|Net Change in Cash                        |  | $ | 10,089 |  



The
Company has only cash assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital
investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private
operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources.
If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of
operations.





10







Issuance
of Promissory Note to a Stockholder and Director



On
September 24, 2021, the Company issued a promissory note (the “Note”) to the majority stockholder of the Company, Mark Tompkins,
a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr. Tompkins the sum of any and all amounts
that Mr. Tompkins may advance to the Company on or before the date that the Company consummates a business combination with a private
company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company (as defined in
Rule 12b-2 under the Exchange Act). The Company has used the proceeds from the note to cover its expenses. Although Mr. Tompkins has
no obligation to advance funds to the Company under the terms of the note, it is anticipated that he may advance funds to the Company
as fees and expenses are incurred in the future. As a result, the Company issued the note in anticipation of such advances. Interest
shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) has occurred.
In the Event of Default, the entire note shall automatically become due and payable (the “Default Date”), and starting from
five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As
of December 31, 2021, the total amount due under the note was $10,000.



Results
of Operations



The
Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No
revenue has been generated by the Company from September 24, 2021 (Inception) through December 31, 2021. It is unlikely the Company will
have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.
It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a going concern. The
Company’s plan of operations for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.



The
Company, as of December 31, 2021 had $10,089 in cash and has not earned any revenues from operations to date. In the next 12 months, we
expect to incur expenses equal to approximately $40,000 related to legal, accounting, audit, and other professional service fees incurred
in relation to the Company’s Exchange Act filing requirements. The costs related to the acquisition of a business combination target
company vary widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete
a business combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders
of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required, the
involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection
with the transaction, and whether funds may be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable
until the Company identifies a business combination target. These conditions raise substantial doubt about our ability to continue as
a going concern. The Company is currently devoting its efforts to locating merger candidates. The Company’s ability to continue
as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another
company, and ultimately, achieve profitable operations.



Critical
Accounting Estimates



Accounting estimates are an integral part of the
financial statements prepared by management and are based on management’s knowledge and experience about past and current events
and assumptions about future events. Management’s estimate of the current portion of note payable - stockholder is based on the
possibility that within one year of the balance sheet date a transaction will occur that requires the Company to repay the note payable.
Management’s estimate of the deferred tax benefit arising from the net operating loss carry forwards available to reduce future
federal and state taxable income and the related valuation allowance in the same amount assumes that the Company will be acquired by a
target company and the benefit will not be realized.



Emerging
Growth Company



As
an “emerging growth company” under the JOBS Act, the Company has elected to use the extended transition period for complying
with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new
or revised accounting standards that have different effective dates for public and private companies until those standards apply to private
companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company
effective dates.



Fiscal
Year



Our
fiscal year ends on December 31.



Item
7A. Quantitative and Qualitative Disclosures about Market Risk.



As
a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide the information
required by this Item.



Item
8. Financial Statements and Supplementary Data.



Please
see the financial statements beginning on page F-1 located in this Annual Report on Form 10-K and incorporated herein by reference.



Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



There
are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices
or financial statement disclosure.





11







Item 9A. Controls and Procedures. 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, such as this Form
10-K, is recorded, processed, summarized and reported within the time periods 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 Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As the Company is a shell company with no or nominal business operations, Mr. Jacobs would immediately become aware of matters that would
require disclosure under the Exchange Act.



In connection with the preparation of this Form
10-K, management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based
on that evaluation, our Principal Executive and Financial Officer concluded that our disclosure controls and procedures were effective,
as of the end of the period covered by this Form 10-K.



Management’s Annual Report on Internal
Control over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent
limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.



This Annual Report on Form 10-K does not include
an attestation report of our independent registered public accounting firm, regarding internal controls over financial reporting. Our
internal control over financial reporting was not subject to such attestation as we are a “smaller reporting company” as defined
by Item 10 of Regulation S-K.



Changes in Internal Controls over Financial
Reporting



There have been no changes in our internal control
over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange
Act that occurred during the period covered by this 10-K that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.



Limitations of the Effectiveness of Control



A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent
limitations of any control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a
company have been detected.



Item 9B. Other Information.



None.



Item 9C.  Disclosure Regarding Foreign
Jurisdictions That Prevent Inspections.



Not applicable.





12







PART III



Item 10. Directors, Executive Officers and
Corporate Governance.



Our officers and directors and additional information
concerning them are as follows:



|Name          |  | Age |  | Position(s)                                                                        
|------------- |  | --- |  | -----------------------------------------------------------------------------------
|Ian Jacobs    |  | 45  |  | President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
|Mark Tompkins |  | 59  |  | Director                                                                           



Ian Jacobshas served as the Company’s
President, Secretary, Chief Executive Officer, Chief Financial Officer and Director since inception. Mr. Jacobs has also served as President,
Secretary, Chief Executive Officer, Chief Financial Officer, and as a Director of Patricia Acquisition Corp. since November 9, 2020, of
Aspen-1 Acquisition Inc. since December 10, 2021, and of Surfside Acquisition Inc. since December 10, 2021. Mr. Jacobs previously served
as the President, Secretary, Chief Executive Officer, Chief Financial Officer and Director of Max-1 Acquisition Corporation, now known
as Exicure, Inc. [Nasdaq: XCUR], from February 2017 to September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc.
[Nasdaq: AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc. [Nasdaq: TGAN], from
June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc. [Nasdaq: CMPX], from March 2018 to June
2020, of Malo Holdings Corporation, now known as Augmedix, Inc. [Nasdaq: AUGX], from December 2018 to October 2020, of Odyssey Semiconductor
Technologies, Inc. [OTCQB: ODII] from April 2019 to June 2019, of Parasol Investments Corporation, now known as SmartKem, Inc. [OTCQB:
SMTK], from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc., from August 2020 to June 2021, of Laffin
Acquisition Corp., now known as Guerrilla RF, Inc., from November 2020 to October 2021, and of Perfect Moment Ltd. from January 2021 to
March 2021. Mr. Jacobs has also been an associate of Montrose Capital Partners Limited, or Montrose Capital, since 2008. Montrose Capital
is a privately held company, which focuses on identifying public markets venture capital investment opportunities in high growth early
stage companies. Montrose Capital is a sector agnostic privately held firm which has identified and invested, through its principal owners,
in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology.
Mr. Jacobs received a B.S. in Finance from the University of South Florida. Mr. Jacobs’ past experience identifying investment opportunities
and investing in early stage companies will be beneficial to the Company as its seeks to identify a business combination target which
led to the conclusion that he should serve as a director of the Company.



Mark Tompkinshas served as a Director
of the Company since inception. Mr. Tompkins has also served as a Director of Patricia Acquisition Corp. since November 9, 2020, of Aspen-1
Acquisition Inc. since December 10, 2021, and of Surfside Acquisition Inc. since December 10, 2021. Mr. Tompkins previously served as
a Director of Max-1 Acquisition Corporation, now known as Exicure, Inc. [Nasdaq: XCUR], from February 2017 to September 2017, of Lola
One Acquisition Corporation, now known as Amesite Inc. [Nasdaq: AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation,
now known as Transphorm, Inc. [Nasdaq: TGAN], from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics,
Inc. [Nasdaq: CMPX], from March 2018 to June 2020, of Malo Holdings Corporation, now known as Augmedix, Inc. [Nasdaq: AUGX], from December
2018 to October 2020, of Odyssey Semiconductor Technologies, Inc. [OTCQB: ODII], from April 2019 to June 2019, of Parasol Investments
Corporation, now known as SmartKem, Inc. [OTCQB: SMTK], from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma,
Inc., from August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF, Inc., from November 2020 to October 2021,
and of Perfect Moment Ltd. from January 2021 to March 2021. Mr. Tompkins is a founder of Montrose Capital and has served as its President
since its inception in 2001. Montrose Capital is a privately held company, which focuses on identifying public markets venture capital
investment opportunities in high growth early stage companies. Montrose Capital is a sector agnostic privately held firm which has identified
and invested, through its principal owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals,
medical devices, robotics, and technology. Mr. Tompkins’ past experience identifying investment opportunities and investing in early
stage companies will be beneficial to the Company as its seeks to identify a business combination target which led to the conclusion that
he should serve as a director of the Company.



Significant Employees



None.



Family Relationships



None.



Involvement in Certain Legal Proceedings.



There have been no events under any bankruptcy
act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity
of any director, executive officer, promoter or control person of the Company during the past ten years.





13







Committees



The Company does not have any standing committees.



Conflicts of Interest



There are no binding guidelines or procedures
for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result
in liability of management to the Company. However, any attempt by stockholders to enforce a liability of management to the Company would
most likely be prohibitively expensive and time consuming.



Code of Ethics



The Company, as of this time, has not adopted
a Code of Ethics pursuant to rules described in Regulation S-K. The Company has two persons who are the only stockholders and who serve
as the directors and officers. The Company has no operations or business and does not receive any revenues or investment capital. The
adoption of a Code of Ethics at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development,
execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. Furthermore, because
the Company does not have any activities, there are no activities or transactions which would be subject to this code. At the time the
Company enters into a business combination, the current officers and directors will recommend to any new management that such a code be
adopted. The Company does not maintain an Internet website on which to post a code of ethics.



Corporate Governance



For reasons similar to those described above,
the Company does not have a nominating nor audit committee of the board of directors. At this time, the Company consists of two stockholders
who serve as the corporate directors and officers. The Company has no activities, and receives no revenues. At such time that the Company
enters into a business combination and/or has additional stockholders and a larger board of directors and commences activities, the Company
will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there are only
two stockholders of the Company, there is no established process by which stockholders to the Company can nominate members to the Company’s
board of directors. Similarly, however, at such time as the Company has more stockholders and an expanded board of directors, the new
management of the Company may review and implement, as necessary, procedures for stockholder nomination of members to the Company’s
board of directors.



Item 11. Executive Compensation.



The following table sets forth the cash and other
compensation paid by the Company to its named executive officer and directors during the period from inception (September 24, 2021) through
December 31, 2021.



|Name and Position                                          |  | Year |  | Salary |  | Bonus |  | Option
Awards |  | All other
Compensation |  | Total
|---------------------------------------------------------- |  | ---- |  | ------ |  | ----- |  | ------------- |  | ---------------------- |  | -----
|Ian Jacobs(1)                                              |  | 2021 |  | None   |  | None  |  | None          |  | None                   |  | None 
|President, Secretary,
Chief Financial Officer and Director |  |      |  |        |  |       |  |               |  |                        |  |      
|Mark Tompkins(2)                                           |  | 2021 |  | None   |  | None  |  | None          |  | None                   |  | None 
|Director                                                   |  |      |  |        |  |       |  |               |  |                        |  |      



| | (1) | Ian
Jacobs was appointed to serve as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the Company
on September 24, 2021.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mark
Tompkins was appointed to serve as a director of the Company on September 24, 2021.
| | --- | ----------------------------------------------------------------------------------------





14







The following compensation discussion addresses
all compensation awarded to, earned by, or paid to the Company’s named executive officers. The Company’s officer and directors
have not received any cash or other compensation since inception through the date of this filing. No compensation of any nature has been
paid for on account of services rendered by an officer or director in such capacity.



It is possible that, after the Company successfully
consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management for
the purposes of providing services to the surviving entity.



No retirement, pension, profit sharing, stock
option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.



Except as otherwise disclosed herein, there are
currently no understandings or agreements regarding compensation our management will receive after a business combination.



Compensation Committee



The Company does not have a standing compensation
committee or a committee performing similar functions.



Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.



The following table sets forth, as of the date
of this filing, the number of shares of Common Stock owned of record and beneficially by (i) each person known by us to be the beneficial
owner of more than 5% of our outstanding shares of Common Stock, (ii) each director and named executive officer of the Company and (iii)
all executive officers and directors as a group.



|Name and Address                                      |  | Amount and Nature of Beneficial Ownership |           |  | Percentage of 
Class | 
|----------------------------------------------------- |  | ----------------------------------------- | --------- |  | -------------------- | 
|Directors and Named Executive Officers:               |  |                                           |           |  |                      | 
|Mark Tompkins(1)                                      |  |                                           | 4,750,000 |  |                      | 
|App 1, Via Guidino 23                                 |  |                                           |           |  |                      | 
|6900 Lugano-Paradiso                                  |  |                                           |           |  |                      | 
|Switzerland                                           |  |                                           |           |  |                      | 
|Ian Jacobs(2)                                         |  |                                           | 250,000   |  |                      | 
|2255 Glades Road, Suite 324A                          |  |                                           |           |  |                      | 
|Boca Raton, FL 33431                                  |  |                                           |           |  |                      | 
|All Directors and Officers as a Group (2 individuals) |  |                                           | 5,000,000 |  |                      | 
|                                                      |  |                                           |           |  |                      | 
|Other More than 5% Stockholders:                      |  |                                           |           |  |                      | 
|N/A                                                   |  |                                           | -         |  |                      | 



| | (1) | Mark
Tompkins serves as a director of the Company.
| | --- | --------------------------------------------------



| | (2) | Ian
Jacobs serves as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the Company.
| | --- | --------------------------------------------------------------------------------------------------------------------------



Securities Authorized for Issuance Under Equity
Compensation Plans



The Company has not authorized any securities
for issuance under an equity incentive plan.





15







Item 13. Certain Relationships and Related
Transactions, and Director Independence.



On September 24, 2021, the Company issued (i)
an aggregate of 4,750,000 shares of Common Stock to Mark Tompkins, a director of the Company, for an aggregate purchase price equal to
$475 representing amounts advanced by Mr. Tompkins to counsel for the Company in connection with the formation and organization of the
Company and (ii) an aggregate of 250,000 shares of Common Stock to Ian Jacobs, an officer and director of the Company, for an aggregate
cash purchase price equal to $25, pursuant to the terms and conditions set forth in the Common Stock Purchase Agreement with each person.
The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(a)(2) of the Securities Act.



On September 24, 2021, in connection with advances
made in connection with costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director
of the Company, pursuant to which the Company agreed to repay Mr. Tompkins the sum of any and all amounts that Mr. Tompkins may advance
to the Company on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction
or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act). The
Company has used the proceeds from the note to cover its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company
under the terms of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future.
As a result, the Company issued the note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount
of the note except if an Event of Default (as defined in the note) has occurred. In the event of an Event of Default, the entire note
shall automatically become due and payable (the “Default Date”), and starting from five (5) days after the Default Date, the
interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of December 31, 2021, the total amount due
under the note was $10,000.



The Company currently uses the office space and
equipment of its management at no cost.



Item 14. Principal Accounting Fees and Services.



Raich Ende Malter & Co. LLP is the Company’s
independent registered public accounting firm. Set below are aggregate fees billed by Raich Ende Malter & Co. LLP for professional
services rendered from inception to December 31, 2021.



Audit Fees



The fees for the audit services billed and to
be billed by Raich Ende Malter & Co. LLP from inception to December 31, 2021, amounted to $9,000.



Audit-Related Fees



There were no audit-related fees billed by Raich
Ende Malter & Co. LLP from inception to December 31, 2021.



Tax Fees



The fees for the tax services billed and to be
billed by Raich Ende Malter & Co. LLP for professional services for tax compliance, tax advice, and tax planning from inception to
December 31, 2021, amounted to $2,000.



All Other Fees



There were no fees billed by Raich Ende Malter&
Co. LLP for other products and services from inception to December 31, 2021.



Audit Committee’s Pre-Approval Process



The Company does not have a standing audit committee
or a committee performing similar functions.





16







PART IV



Item 15. Exhibits, Financial Statement Schedules.



We have filed the following documents as part
of this Form 10-K:



|1. | Financial Statements:
|-- | ---------------------



|                                                                                                                      |  | Page No.
|--------------------------------------------------------------------------------------------------------------------- |  | --------
|Report of Independent Registered Public Accounting Firm                                                               |  | F-2     
|                                                                                                                      |  |         
|Balance Sheet as of December 31, 2021                                                                                 |  | F-3     
|                                                                                                                      |  |         
|Statement of Operations for the Period from September 24, 2021 (Inception) to December 31, 2021                       |  | F-4     
|                                                                                                                      |  |         
|Statement of Changes in Stockholders’ Deficit for the Period from September 24, 2021 (Inception) to December 31, 2021 |  | F-5     
|                                                                                                                      |  |         
|Statement of Cash Flows for the Period from September 24, 2021 (Inception) to December 31, 2021                       |  | F-6     
|                                                                                                                      |  |         
|Notes to Financial Statements                                                                                         |  | F-7     



|2. | Financial Statement Schedules
|-- | -----------------------------



All schedules have been omitted because they are
not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is
otherwise included





17







|3. | Exhibits
|-- | --------



|Exhibit No. |  | Description                                                                                                                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Incorporation (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on December 12, 2021)                                                                          
|            |  |                                                                                                                                                                                                                                                              
|3.2         |  | By-Laws (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on December, 2021)                                                                                                  
|            |  |                                                                                                                                                                                                                                                              
|10.1        |  | Promissory Note issued by the Company to Mark Tompkins, dated September 24, 2021 (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on December 12, 2021)                      
|            |  |                                                                                                                                                                                                                                                              
|10.2        |  | Common Stock Purchase Agreement by and between the Company and Mark Tompkins, dated September 24, 2021 (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on December 12, 2021)
|            |  |                                                                                                                                                                                                                                                              
|10.3        |  | Common Stock Purchase Agreement by and between the Company and Ian Jacobs, dated September 24, 2021 (incorporated by reference from corresponding numbered exhibit in the Company’s registration Statement on Form 10 filed with SEC on December 12, 2021)   
|            |  |                                                                                                                                                                                                                                                              
|31.1*       |  | Certification of Principal Executive, Financial and Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                           
|            |  |                                                                                                                                                                                                                                                              
|32.1**      |  | Certification of Principal Executive, Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                            



| | * | Filed
herewith
| | - | --------------



| | ** | Furnished
herewith
| | -- | ------------------



Item 16. Form 10-K Summary.



Not applicable.





18







SIGNATURES



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



|                      | VENETIAN-1 ACQUISITION CORP.
|--------------------- | ----------------------------
|                      |                             
|Dated: March 30, 2022 | By:                         
|                      |                             
|                      |                             



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.



|Name |                   | Title |                                                                                              | Date
|---- | ----------------- | ----- | -------------------------------------------------------------------------------------------- | ----
|     |                   |       |                                                                                              |     
|By:  | /s/ Ian Jacobs    |       | President, Chief Executive Officer, Secretary,
Chief Financial Officer, and Director         |     
|     | Ian Jacobs        |       | (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) |     
|     |                   |       |                                                                                              |     
|By:  | /s/ Mark Tompkins |       | Director                                                                                     |     
|     | Mark Tompkins     |       |                                                                                              |     





19







VENETIAN-1
Acquisition Corp.

December 31, 2021



INDEX TO FINANCIAL STATEMENTS



|Statement                                                                                                             |  | Page
|--------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                      |  |     
|Index to Financial Statements                                                                                         |  | F-1 
|                                                                                                                      |  |     
|Report
    of Independent Registered Public Accounting Firm (PCAOB Firm ID – 50)                                      |  | F-2 
|                                                                                                                      |  |     
|Balance Sheet as of December 31, 2021                                                                                 |  | F-3 
|                                                                                                                      |  |     
|Statement of Operations for the Period from September 24, 2021 (Inception) to December 31, 2021                       |  | F-4 
|                                                                                                                      |  |     
|Statement of Changes in Stockholders’ Deficit for the Period from September 24, 2021 (Inception) to December 31, 2021 |  | F-5 
|                                                                                                                      |  |     
|Statement of Cash Flows for the Period from September 24, 2021 (Inception) to December 31, 2021                       |  | F-6 
|                                                                                                                      |  |     
|Notes to Financial Statements                                                                                         |  | F-7 





F-1







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors

Venetian-1
Acquisition Corp.



Opinion
on the Financial Statements



We
have audited the accompanying balance sheet of Venetian-1 Acquisition Corp. (the “Company”) as of December 31, 2021, and
the related statements of operations, changes in stockholders’ deficit, and cash flows for the period from September 24, 2021 (Inception)
through December 31, 2021, 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, 2021, and the results of
its operations and its cash flows for the period from September 24, 2021 (Inception) through December 31, 2021, in conformity with accounting
principles generally accepted in the United States of America.



Substantial
Doubt About the Company’s Ability to Continue as a Going Concern



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
6 to the financial statements, the Company has incurred losses from inception that raises substantial doubt about its ability to
continue as a going concern. Management’s plans in regards to these matters are also described in Note 6. 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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 audit,
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
audit 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 audit 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 audit provides
a reasonable basis for our opinion.



/s/
Raich Ende Malter & Co. LLP



We
have served as the Company’s auditor since 2021.



Melville,
New York

March
29, 2022



F-2







Venetian-1 Acquisition Corp.

BALANCE SHEET

December 31, 2021



|ASSETS                                                                                                 |  |   |       
|------------------------------------------------------------------------------------------------------ |  | - | ------
|                                                                                                       |  |   |       
|Current assets                                                                                         |  |   |       
|Cash                                                                                                   |  | $ | 10,089
|Total current assets                                                                                   |  |   | 10,089
|                                                                                                       |  |   |       
|Total assets                                                                                           |  | $ | 10,089
|                                                                                                       |  |   |       
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                   |  |   |       
|                                                                                                       |  |   |       
|Current liabilities                                                                                    |  |   |       
|Accounts payable and accrued expenses                                                                  |  | $ | 5,500 
|Note payable - stockholder                                                                             |  |   | 10,000
|Total current liabilities                                                                              |  |   | 15,500
|                                                                                                       |  |   |       
|Total liabilities                                                                                      |  |   | 15,500
|                                                                                                       |  |   |       
|Commitments and contingencies                                                                          |  |   |       
|                                                                                                       |  |   |       
|Stockholders’ deficit                                                                                  |  |   |       
|Preferred stock, $0.0001 par value, authorized 10,000,000 shares, none issued                          |  |   | -     
|Common stock, $0.0001 par value, authorized 50,000,000 shares; 5,000,000 shares issued and outstanding |  |   | 500   
|Accumulated deficit                                                                                    |  |   | (5,911
|                                                                                                       |  |   |       
|Total stockholders’ deficit                                                                            |  |   | (5,411
|                                                                                                       |  |   |       
|Total liabilities and stockholders’ deficit                                                            |  | $ | 10,089



See accompanying notes to financial statements



F-3







Venetian-1 Acquisition Corp.

STATEMENT OF OPERATIONS

For the period September 24, 2021

(Inception) to December 31, 2021



|Revenue                                                         |  | $ | -         |  
|--------------------------------------------------------------- |  | - | --------- | -
|                                                                |  |   |           |  
|General and administrative expenses                             |  |   | 5,911     |  
|                                                                |  |   |           |  
|Loss from operations                                            |  |   | (5,911    | )
|                                                                |  |   |           |  
|Net loss                                                        |  | $ | (5,911    | )
|                                                                |  |   |           |  
|Loss per common share - basic and dilutive net loss             |  | $ | (0.00     | )
|                                                                |  |   |           |  
|Weighted average common shares outstanding - basic and dilutive |  |   | 5,000,000 |  



See accompanying notes to financial statements





F-4







Venetian-1 Acquisition Corp.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the period September 24, 2021

(Inception) to December 31, 2021



|                            |  | Preferred Stock |   |  | Common Stock |   |   | Accumulated |  |  | Stockholders’ | 
|--------------------------- |  | --------------- | - |  | ------------ | - | - | ----------- |  |  | ------------- | 
|                            |  | Shares          |   |  | Amount       |   |   | Shares      |  |  | Amount        | 
|                            |  |                 |   |  |              |   |   |             |  |  |               | 
|Balance, September 24, 2021 |  |                 | - |  |              | $ | - |             |  |  | -             | 
|                            |  |                 |   |  |              |   |   |             |  |  |               | 
|Sale of common stock        |  |                 | - |  |              |   | - |             |  |  | 5,000,000     | 
|                            |  |                 |   |  |              |   |   |             |  |  |               | 
|Net loss                    |  |                 | - |  |              |   | - |             |  |  | -             | 
|                            |  |                 |   |  |              |   |   |             |  |  |               | 
|Balance, December 31, 2021  |  |                 | - |  |              | $ | - |             |  |  | 5,000,000     | 



See accompanying notes to financial statements



F-5







Venetian-1 Acquisition Corp.

STATEMENT OF CASH FLOWS

For the period September 24, 2021

(Inception) to December 31, 2021



|Cash flows from operating activities:                                                     |  |   |       
|----------------------------------------------------------------------------------------- |  | - | ------
|Net loss                                                                                  |  | $ | (5,911
|Adjustments to reconcile net loss to net cash used in operating activities:               |  |   |       
|Formation costs paid by stockholder on behalf of the Company in exchange for common stock |  |   | 375   
|Changes in operating assets and liabilities:                                              |  |   |       
|Accounts payable and accrued expenses                                                     |  |   | 5,500 
|                                                                                          |  |   |       
|Net cash (used in) operating activities                                                   |  |   | (36   
|                                                                                          |  |   |       
|Cash flows from financing activities:                                                     |  |   |       
|Proceeds from the sale of common stock                                                    |  |   | 125   
|Proceeds from stockholder note                                                            |  |   | 10,000
|                                                                                          |  |   |       
|Net cash provided by financing activities                                                 |  |   | 10,125
|                                                                                          |  |   |       
|Net increase in cash                                                                      |  |   | 10,089
|                                                                                          |  |   |       
|Cash, beginning of period                                                                 |  |   | -     
|                                                                                          |  |   |       
|Cash, end of period                                                                       |  | $ | 10,089
|                                                                                          |  |   |       
|Non-cash investing and financing activities:                                              |  |   |       
|Common stock issued in exchange for expenses paid by stockholder on behalf of the company |  | $ | 375   



See accompanying notes to financial statements







F-6







Venetian-1 Acquisition Corp.

NOTES TO FINANCIAL STATEMENTS

December 31, 2021



Note 1. Nature of Operations



Venetian-1 Acquisition Corp. (the “Company”)
was incorporated in the State of Delaware on September 24, 2021. The Company’s management has chosen December 31st for its
fiscal year end.



The Company was organized as a vehicle to investigate
and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded
corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business,
rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry,
or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors
of the Company.



Note 2. Basis of Presentation and Summary
of Significant Accounting Policies



Basis of Presentation



The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).



Use of Estimates



The preparation of 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 statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.



Cash and Cash Equivalents



Cash and cash equivalents are reported in the
balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly
liquid investments with an original maturity of three months or less. There are no cash equivalents at the balance sheet date.



Income Taxes



The Company adopted ASC 740, “Income
Taxes”, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred
income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of
the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.



The Company recognizes the tax benefits of uncertain
tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities
and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company
is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject
to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result
of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability
of the various jurisdictions may be materially different from management’s estimate. As of December 31, 2021 and 2020, the Company
has no accrued interest or penalties related to uncertain tax positions.



Loss per Common Share



The Company adopted ASC 260, “Earnings
per Share”, at its inception. Basic loss per share has been calculated by dividing the Company’s net loss available to
common stockholders by the weighted average number of common shares outstanding during the period. The diluted earnings (loss) per share
is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares
outstanding for the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted
as of the first of the year for any potentially dilutive debt or equity.





F-7







Emerging Growth Company



The Company is an “emerging growth company”
and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of
the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates
for public and private companies until those standards apply to private companies.



Recently Issued Accounting Pronouncements



Management does not believe that any recently
issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.



Note 3. Capital Stock



Preferred Stock



As of December 31, 2021, the Company has 10,000,000
shares of preferred stock, par value of $0.0001, authorized and none issued or outstanding, with designations, rights and preferences
determined from time to time by our board of directors.



Common Stock



As of December 31, 2021, the Company has 50,000,000
shares of common stock, par value of $0.0001, authorized and has issued 5,000,000 shares of its $0.0001 par value common stock for $500
to the founders of the Company. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of
stockholders of the Company.



Note 4. Income Taxes



As of December 31, 2021, the Company has
approximately $1,200 in gross deferred tax assets resulting from net operating loss carry-forwards of $5,911 available to offset
future taxable income through 2041 subject to the change in ownership provisions under IRC 382. A valuation allowance has been
recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related
tax benefits is uncertain.



The difference between the tax provision at the
statutory federal income tax rate on December 31, 2021, and the tax provisions attributable to loss before income taxes is as follows:



|Statutory federal income taxes |  |  | 21.0  | % 
|------------------------------ |  |  | ----- | --
|Valuation allowance            |  |  | (21.0 | )%
|Effective income tax rate, net |  |  | -     |   



Note 5. Commitments and Related Party Transactions



Office Space



The Company utilizes the office space and equipment of its management
at no cost.



Note Payable - Stockholder



On September 24, 2021, the Company issued a promissory
note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts
advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover
transaction or other transaction after which the Company would cease to be a shell company. The Note is non-interest bearing unless an
event of default occurs. As of December 31, 2021, the amount due under the note payable was $10,000.





F-8









Note 6. Going Concern



The accompanying financial statements have been
prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business.



The Company has incurred losses from inception
of $5,911, has negative working capital of $5,411, and has a total stockholders’ deficit of $5,411 as of December 31, 2021. Management
believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months
following the date these financial statements are issued. Management intends to finance operations over the next twelve months through
additional borrowings on the existing Note.



The accompanying financial statements do not include
any adjustments that might be required should the Company be unable to continue as a going concern.



Note 7. Contingencies - COVID-19



On March 11, 2020, the World Health Organization
officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other
infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of all types, economies
and financial markets worldwide. The business of any potential target company with which the Company consummates a business combination
could be materially and adversely affected. Furthermore, the Company may be unable to complete a business combination if continued concerns
relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel,
vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19
impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact,
among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, the Company’s
ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business
combination, may be materially adversely affected.





F-9