UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 19, 2023
Vision
Sensing Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
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001-40983 |
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87-2323481 |
(State
of other jurisdiction
of
incorporation) |
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(Commission
File
Number) |
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(IRS
Employer
Identification
No.) |
Suite 500, 78
SW 7th Street, Miami,
Florida |
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33130 |
(Address
of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code (786) 633-2520
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
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Name
of Each Exchange on Which Registered |
Units,
each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant |
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VSACU |
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The
Nasdaq Stock Market LLC |
Class
A Common Stock, $0.0001 par value per share |
|
VSAC |
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The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
VSACW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Postponement
of Special Meeting of Stockholders; Reopening of Period to Submit Shares of VSAC Class A Common Stock for Redemption; Update on Newsight
Imaging Ltd.
On
October 3, 2023, Vision Sensing Acquisition Corp. (“VSAC”) filed a Definitive Proxy Statement on Schedule 14A
(the “Proxy Statement”) with respect to a special meeting of its stockholders to be held on Friday, October
20, 2023 at 8:30 a.m. EST (the “Special Meeting”) to vote on a proposal (the “Extension Proposal”)
to amend VSAC’s Amended and Restated Certificate of Incorporation (the “Charter”) to extend the deadline
to consummate a business combination (the “Extension”) from November 3, 2023 to May 3, 2024 (the “Extension
Amendment”) and a proposal (the “Trust Amendment Proposal”) to make corresponding amendments
(the “Trust Amendment”) to its Investment Management Trust Agreement dated November 1, 2021 as amended by Amendment
No. 1 dated May 1, 2023 with Continental Stock Transfer and Trust Company (“Continental”). If VSAC’s
stockholders approve the Extension Proposal and the Trust Amendment Proposal at the Special Meeting, VSAC or Vision Sensing, LLC, VSAC’s
sponsor, will deposit into VSAC’s trust account, the lesser of $60,000 or $0.045 for each of up to six 1-month Extension going
forward.
Adoption
of the Extension Amendment entitles VSAC’s public stockholders to require the redemption of their VSAC Class A common stock with
funds from VSAC’s trust account. According to the final redemption report, provided by Continental on October 18, 2023, holders
of 264,443 of VSAC’s Class A common stock exercised their right to redeem such shares.
VSAC
is postponing the Special Meeting to 12:00 noon EDT on Wednesday, October 25, 2023.
VSAC
is also reopening the period during which holders of VSAC’s Class A common stock can submit their shares for redemption in connection
with the Extension Amendment until 5:00 p.m. EDT on Tuesday, October 24, 2023.
VSAC
is also revising the Trust Amendment to explicitly authorize Continental to transfer the remaining funds in the Trust Account after redemptions
of shares of VSAC Class A common stock into an interest-bearing demand deposit account as previously announced. The revised text of the
Trust Amendment is filed herewith as Exhibit 10.1 and the foregoing summary is qualified in its entirety by the full text of the Trust
Amendment.
As
previously reported, on August 30, 2022, VSAC entered into a business combination agreement with Newsight Imaging Ltd., a company organized
under the laws of Israel (“Newsight”) and Newsight Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Newsight (“Merger Sub”), which was amended by Amendment No. 1 thereto on January 13, 2023, and
Amendment No. 2 thereto on January 29, 2023 (as it may be further amended, the “Business Combination Agreement”).
Pursuant to the Business Combination Agreement, Merger Sub will merge with and into VSAC, with VSAC surviving the merger. As a result
of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business
Combination Agreement, VSAC will become a wholly owned subsidiary of Newsight, with the securityholders of VSAC becoming securityholders
of Newsight.
Newsight has informed VSAC that, pending interim
financing, Newsight has significantly reduced operations. Although Newsight has not reduced its core management team, nor reduced any
of its intellectual property nor intellectual property rights, the company has reduced customer service other than with the core management
team, and non-core research and development. VSAC is working vigorously with Newsight to assist Newsight in raising funds to allow it
to resume full operations and consummate the Business Combination and believes it will be successful; however, there can be no assurance
to this effect. In the event Newsight is unable to raise financing and consummate the Business Combination, VSAC expects to use the additional
time provided by the Extensions to seek another acquisition target and seek to consummate its initial business combination with another
target prior to the end of the last Extension.
On October 19, 2023, VSAC issued a press release announcing the postponement
of the Special Meeting which is attached here as Exhibit 99.1 to this report and which is incorporated herein by reference.
Additional
Information and Where to Find It
In
connection with the Proposed Business Combination, Newsight has filed relevant materials with the SEC, including an Amendment No. 3 to
Registration Statement on Form F-4, which includes a preliminary proxy statement/prospectus of VSAC, and a prospectus for the registration
of Newsight securities in connection with the Proposed Business Combination (the “Registration Statement”).
The Registration Statement has not yet been declared effective. The parties urge its investors, shareholders, and other interested persons
to read, when available, the preliminary proxy statement/prospectus and definitive proxy statement/prospectus, in each case when filed
with the SEC and documents incorporated by reference therein because these documents will contain important information about VSAC, Newsight
and the Proposed Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus
and other relevant documents will be mailed to the shareholders of VSAC as of the record date in the future to be established for voting
on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters.
Shareholders of VSAC and other interested persons are advised to read, when available, these materials (including any amendments or supplements
thereto) because they will contain important information about VSAC, Newsight and the Proposed Business Combination. Shareholders and
other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,
and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC’s
website at www.sec.gov or by directing a request to: VSAC Acquisition Corp., Attention: Garry Stein, telephone: +852 9858 0029. The information
contained on, or that may be accessed through, the websites or links referenced in this press release in each case is not incorporated
by reference into, and is not a part of, this press release.
Participants
in Solicitation
VSAC,
Newsight and their respective directors and executive officers may be deemed participants in the solicitation of proxies from VSAC’s
shareholders in connection with the Proposed Business Combination. VSAC’s shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors and officers of VSAC, or persons who may under SEC rules be deemed
in the solicitation of proxies to VSAC’s shareholders in connection with the Proposed Business Combination, in the Registration
Statement or in VSAC’s Form 10-K or its Forms 10-Q. Additional information regarding the interests of such persons are likewise
included in that Registration Statement. You may obtain free copies of these documents as described above.
Forward-Looking
Statements
This
report is provided for informational purposes only and contains information with respect to a proposed business combination (the “Proposed
Business Combination”) among VSAC and Newsight. No representations or warranties, express or implied are given in, or in
respect of, this press release. In addition, this press release does not purport to be all-inclusive or to contain all the information
that may be required to make a full analysis of the Proposed Business Combination.
This
report contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. VSAC’s and Newsight’s actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such
as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “might” and “continues,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, VSAC’s and Newsight’s
expectations with respect to future performance and anticipated financial impacts of the transactions (the “Transactions”)
contemplated by the Business Combination Agreement. These forward-looking statements involve significant risks and uncertainties that
could cause actual results to differ materially from expected results. Most of these factors are outside of the control of VSAC or Newsight
and are difficult to predict. Factors that may cause such differences include but are not limited to: (i) the expected timing and likelihood
of completion of the Transactions, (ii) the occurrence of any event, change or other circumstances that could give rise to a failure
of the conditions to or the termination of the Business Combination Agreement; (iii) the ability of Newsight to meet Nasdaq listing standards
following the Transactions and in connection with the consummation thereof; (iv) the occurrence of a material adverse change with respect
to the financial position, performance, operations or prospects of Newsight or VSAC; (v) failure to realize the anticipated benefits
of the Proposed Business Combination or risk relating to the uncertainty of any prospective financial information of Newsight; (vi) the
failure of Newsight to meet projected development and production targets; (vii) the possibility that the combined company may be adversely
affected by other economic, business, and/or competitive factors, and (viii) other risks and uncertainties described herein and other
reports and other public filings with the SEC by VSAC, including VSAC’s Form 10-K for the year ended December 31, 2022 as filed
with the SEC on March 24, 2023 (the “10-K”) and its most recent Forms 10-Q, as filed with the SEC on May 15,
2023 and August 28, 2023 (the “10-Qs”), or that Newsight has filed or intends to file with the SEC, including
in the Registration Statement. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking
statements. There may be additional risks that neither VSAC nor Newsight presently know, or that VSAC and Newsight currently believe
are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. To the fullest extent permitted
by law in no circumstances will Newsight, VSAC or any of their respective subsidiaries, interest holders, affiliates, representatives,
partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss
or loss of profit arising from the use of this press release, its contents, its omissions, reliance on the information contained within
it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. These forward-looking statements should
not be relied upon as representing VSAC’s and Newsight’s assessments as of any date subsequent to the date of this press
release. VSAC and Newsight undertake no obligation to update forward-looking statements to reflect events or circumstances after the
date they were made except as required by law or applicable regulation.
Non-Solicitation
This
report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Vision
Sensing Acquisition Corp. |
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Date:
October 19, 2023 |
By: |
/s/
George Peter Sobek |
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George
Peter Sobek |
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Chief
Executive Officer |
Exhibit
10.1
AMENDMENT
NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October [●],
2023, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in
this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement
(as defined below).
WHEREAS,
on November 3, 2021, the Company consummated its initial public offering of units of the Company (the “Units”),
each of which is composed of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A
Common Stock”), and three quarters of one redeemable warrant, each whole warrant entitling the holder thereof to purchase
one share of Class A Common Stock of the Company (such initial public offering hereinafter referred to as the “Offering”);
WHEREAS,
$102,718,000 of the gross proceeds of the Offering and sale of the private placement Units were delivered to the Trustee to be deposited
and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of shares of Class
A Common Stock included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of
November 1, 2021, by and between the Company and the Trustee (as amended by Amendment No. 1 thereto dated May 1, 2023, the “Original
Agreement”);
WHEREAS,
the Company has sought the approval of the holders of its Class A Common Stock and holders of its Class B Common Stock, par value $0.0001
per share (the “Class B Common Stock”), at a Special Meeting to: (i) extend the date before which the Company
must complete a business combination from November 3, 2023 to May 3, 2024 (or such earlier date after November 3, 2023 as determined
by the Company’s board of directors) (the “Extension Amendment”) and (ii) extend the date on which the
Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from November 3, 2023 to May
3, 2024 (or such earlier date after November 3, 2023 as determined by the Company’s board of directors) (the “Trust
Amendment”);
WHEREAS,
holders of 65% of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single
class, approved the Extension Amendment, and the Trust Amendment; and
WHEREAS,
the parties desire to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated
by the Trust Amendment.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Amendments to Trust Agreement.
(a)
The third recital of the Original Agreement is hereby amended and restated to read in its entirety as follows:
WHEREAS,
if a Business Combination (as defined herein) is not consummated by November 3, 2023, upon the request of the Company’s sponsor
(the “Sponsor”), the Company may extend such period by up to six extensions with each extension being one month
(each an “Extension”) for up to a maximum of six months in the aggregate for all of the Extensions, subject
to the Sponsor or its affiliates or permitted designees depositing into the Trust Account no later than the last day of the previous
Extension (or the first business day thereafter if such day is not a business day) (the “Applicable Deadline”)
the lesser of (x) $60,000 or (y) $0.04 per share for each share of the Company’s Class A Common Stock that was included in the
Units issued in the Offering and that remains outstanding as of the date of the end of the previous Extension, in exchange for which
the Sponsor will receive a non-interest bearing, unsecured promissory note for each Extension payable upon consummation of a Business
Combination;
(b)
Exhibit E to the Original Agreement is hereby deleted and replaced with the new Exhibit E attached to this Amendment.
(c)
Section 1(c) of the Original Agreement is hereby amended and restated to read in its entirety as follows:
(c)
In a timely manner, upon the written instruction of the Company, (i) hold funds uninvested, (ii) hold funds in an interest-bearing bank
demand deposit account, or (iii) invest and reinvest the Property in solely United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting
the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the
Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account
funds are uninvested awaiting the Company’s instructions hereunder and while invested or uninvested, the Trustee may earn bank
credits or other consideration.
2.
Miscellaneous Provisions.
(a)
Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind
and inure to the benefit of their permitted respective successors and assigns.
(b)
Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
(c)
Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
(d)
Jurisdiction and Venue. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the
City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN
ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e)
Counterparts. This Amendment may be executed manually or electronically (such as by DocuSign®) in several original,
PDF, photostatic, facsimile or other copy counterparts, each of which shall constitute an original, and together shall constitute but
one instrument. A copy of this Amendment bearing the electronic signature or a PDF, facsimile, photostatic or other copy of the signature
of a party hereto shall be as valid for all purposes as a copy of this Amendment bearing that party’s original manual signature.
(f)
Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect
the interpretation thereof.
(g)
Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and
supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied,
relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby
canceled and terminated.
Signatures
on following page.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
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CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY, as Trustee |
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By:
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Name:
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Title:
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VISION
SENSING ACQUISITION CORP. |
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By:
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Name:
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Title:
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Signature
Page to Amendment No. 2 to
Investment
Management Trust Agreement
EXHIBIT
E
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, New York 10004
Attn:
Francis Wolf and Celeste Gonzalez
Re:
Trust Account No. xxxx[last four digits] Extension Letter
Ladies
and Gentlemen:
Pursuant
to Section 1(m) of the Investment Management Trust Agreement between Vision Sensing Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company, dated as of November 1, 2021, as amended by Amendment No. 1 thereto dated May 1,
2023 and Amendment No. 2 thereto dated October [•], 2023 (and as it may be subsequently amended, “Trust Agreement”),
this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional one (1)
month, from [date] to [date] (the “Extension”).
This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $[insert applicable amount], which will be wired
to you, into the Trust Account investments upon receipt.
This
is the [_____] of up to six Extension Letters
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Very
truly yours, |
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Vision
Sensing Acquisition Corp. |
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By:
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Name:
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Title:
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cc:
EF Hutton, Division of Benchmark Investments, LLC
Exhibit
99.1
Vision
Sensing Acquisition Corp. Announces
Postponement
of Special Meeting of Stockholders to
Wednesday,
October 25, 2023 at 12:00 noon EDT
Reopening
of the Period to Submit Shares of VSAC Class A Common Stock for Redemption Until 5:00 p.m. EDT on Tuesday, October 24, 2023 and
Update on Newsight Imaging
Ltd.
New
York, NY – Thursday, October 19, 2023 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”)
a special purpose acquisition company, announced today that it has postponed the Special Meeting of its Stockholders scheduled to occur
at 8:30 a.m. EDT on Friday, October 20, 2023 until 12:00 noon EDT on Wednesday, October 25, 2023.
VSAC
is also reopening the period during which holders of shares of VSAC’s Class A common stock can submit their shares for redemption
in connection with the Extension Amendment (as defined below) until 5:00 p.m. EDT on Tuesday, October 24, 2023.
VSAC
is also revising the Trust Amendment to explicitly authorize Continental Stock transfer and Trust Company to transfer the remaining funds
in VSAC’s Trust Account after redemptions of shares of VSAC Class A common stock into an interest-bearing demand deposit account
as previously announced.
On
October 3, 2023, Vision Sensing Acquisition Corp. (“VSAC”) filed a Definitive Proxy Statement on Schedule 14A
(the “Proxy Statement”) with respect to a special meeting of its stockholders to be held on Friday, October
20, 2023 at 8:30 a.m. EST (the “Special Meeting”) to vote on a proposal (the “Extension Proposal”)
to amend VSAC’s Amended and Restated Certificate of Incorporation (the “Charter”) to extend the deadline
to consummate a business combination (the “Extension”) from November 3, 2023 to May 3, 2024 (the “Extension
Amendment”) and a proposal (the “Trust Amendment Proposal”) to make corresponding amendments
(the “Trust Amendment”) to its Investment Management Trust Agreement dated November 1, 2021 as amended by Amendment
No. 1 dated May 1, 2023 with Continental Stock Transfer and Trust Company (“Continental”). If VSAC’s
stockholders approve the Extension Proposal and the Trust Amendment Proposal at the Special Meeting, VSAC or Vision Sensing, LLC, VSAC’s
sponsor, will deposit into VSAC’s trust account, the lesser of $60,000 or $0.045 for each of up to six 1-month Extension going
forward.
Adoption
of the Extension Amendment entitles VSAC’s public stockholders to require the redemption of their VSAC Class A common stock with
funds from VSAC’s trust account. According to the final redemption report, provided by Continental on October 18, 2023, holders
of 264,443 of VSAC’s Class A common stock exercised their right to redeem such shares.
As
previously reported, on August 30, 2022, VSAC entered into a business combination agreement with Newsight Imaging Ltd., a company organized
under the laws of Israel (“Newsight”) and Newsight Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Newsight (“Merger Sub”), which was amended by Amendment No. 1 thereto on January 13, 2023, and
Amendment No. 2 thereto on January 29, 2023 (as it may be further amended, the “Business Combination Agreement”).
Pursuant to the Business Combination Agreement, Merger Sub will merge with and into VSAC, with VSAC surviving the merger. As a result
of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business
Combination Agreement, VSAC will become a wholly owned subsidiary of Newsight, with the securityholders of VSAC becoming securityholders
of Newsight.
Newsight has informed VSAC that, pending interim
financing, Newsight has significantly reduced operations. Although Newsight has not reduced its core management team, nor reduced any
of its intellectual property nor intellectual property rights, the company has reduced customer service other than with the core management
team, and non-core research and development. VSAC is working vigorously with Newsight to assist Newsight in raising funds to allow it
to resume full operations and consummate the Business Combination and believes it will be successful; however, there can be no assurance
to this effect. In the event Newsight is unable to raise financing and consummate the Business Combination, VSAC expects to use the additional
time provided by the Extensions to seek another acquisition target and seek to consummate its initial business combination with another
target prior to the end of the last Extension.
About
Newsight Imaging
Newsight
Imaging develops advanced CMOS image sensor chips for 3D machine vision and spectral analysis. Newsight’s depth camera sensors
for machine vision serve verticals such as Mobile & Metaverse, Robotics, Industry 4.0 and Automotive Safety. The Company recently
launched its innovative solid-state LiDAR reference design, the eTOF™ LiDAR, based on the NSI1000 sensor. In addition, Newsight
has developed its spectral chip backed by AI technology that has multiple uses in rapid pathogen detection and in continuous, condition-based
monitoring of fluid flows, including water quality. Newsight’s Virusight subsidiary’s SpectraLIT™ offers a targeted
and cost-effective solution for remote healthcare, real time diagnosis, and quality inspection solutions for water and food & beverage,
including COVID detection under certain circumstances in less than 20 seconds with 96% accuracy. Newsight’s Watersight subsidiary’s
AquaRing provides real-time, AI-based monitoring of flow systems or processes, including installations for water quality monitoring,
The Company has US and EU patents and has received multiple grants by the Israeli Innovation Authority. For more information visit www.newsight.com.
About
Vision Sensing Acquisition Corp.
Vision
Sensing Acquisition Corp. (“VSAC”) is a Special Purpose Acquisition Company (“SPAC”) that has been
established to focus on the acquisition of vision sensing technologies (“VST”) including hardware solutions (chips
/ modules / systems), related application software, artificial intelligence and other peripheral technologies that assist to integrate
and/or supplement VST applications. For more information visit www.vision-sensing.com.
Forward-Looking
Statements
This
press release is provided for informational purposes only and contains information with respect to a proposed business combination (the
“Proposed Business Combination”) among VSAC and Newsight. No representations or warranties, express or implied are
given in, or in respect of, this press release. In addition, this press release does not purport to be all-inclusive or to contain all
the information that may be required to make a full analysis of the Proposed Business Combination.
This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. VSAC’s and Newsight’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “might” and “continues,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, VSAC’s and Newsight’s
expectations with respect to future performance and anticipated financial impacts of the transactions (the “Transactions”)
contemplated by the Business Combination Agreement. These forward-looking statements involve significant risks and uncertainties that
could cause actual results to differ materially from expected results. Most of these factors are outside of the control of VSAC or Newsight
and are difficult to predict. Factors that may cause such differences include but are not limited to: (i) the expected timing and likelihood
of completion of the Transactions, (ii) the occurrence of any event, change or other circumstances that could give rise to a failure
of the conditions to or the termination of the Business Combination Agreement; (iii) the ability of Newsight to meet Nasdaq listing standards
following the Transactions and in connection with the consummation thereof; (iv) the occurrence of a material adverse change with respect
to the financial position, performance, operations or prospects of Newsight or VSAC; (v) failure to realize the anticipated benefits
of the Proposed Business Combination or risk relating to the uncertainty of any prospective financial information of Newsight; (vi) the
failure of Newsight to meet projected development and production targets; (vii) the possibility that the combined company may be adversely
affected by other economic, business, and/or competitive factors, and (viii) other risks and uncertainties described herein and other
reports and other public filings with the SEC by VSAC, including VSAC’s Form 10-K for the year ended December 31, 2022 as filed
with the SEC on March 24, 2023 (the “10-K”) and its most recent Forms 10-Q, as filed with the SEC on May 15, 2023
and August 28, 2023 (the “10-Qs”), or that Newsight has filed or intends to file with the SEC, including in the Registration
Statement. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking
statements. There may be additional risks that neither VSAC nor Newsight presently know, or that VSAC and Newsight currently believe
are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. To the fullest extent permitted
by law in no circumstances will Newsight, VSAC or any of their respective subsidiaries, interest holders, affiliates, representatives,
partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss
or loss of profit arising from the use of this press release, its contents, its omissions, reliance on the information contained within
it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. These forward-looking statements should
not be relied upon as representing VSAC’s and Newsight’s assessments as of any date subsequent to the date of this press
release. VSAC and Newsight undertake no obligation to update forward-looking statements to reflect events or circumstances after the
date they were made except as required by law or applicable regulation.
Additional
Information About the Proposed Business Combination and Where to Find It
In
connection with the Proposed Business Combination, Newsight has filed relevant materials with the SEC, including an Amendment No. 3 to
Registration Statement on Form F-4, which includes a preliminary proxy statement/prospectus of VSAC, and a prospectus for the registration
of Newsight securities in connection with the Proposed Business Combination (the “Registration Statement”). The Registration
Statement has not yet been declared effective. The parties urge its investors, shareholders, and other interested persons to read, when
available, the preliminary proxy statement/prospectus and definitive proxy statement/prospectus, in each case when filed with the SEC
and documents incorporated by reference therein because these documents will contain important information about VSAC, Newsight and the
Proposed Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus
and other relevant documents will be mailed to the shareholders of VSAC as of the record date in the future to be established for voting
on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters.
Shareholders of VSAC and other interested persons are advised to read, when available, these materials (including any amendments or supplements
thereto) because they will contain important information about VSAC, Newsight and the Proposed Business Combination. Shareholders and
other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,
and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC’s
website at www.sec.gov or by directing a request to: VSAC Acquisition Corp., Attention: Garry Stein, telephone: +852 9858 0029. The information
contained on, or that may be accessed through, the websites or links referenced in this press release in each case is not incorporated
by reference into, and is not a part of, this press release.
Participants
in the Solicitation
VSAC,
Newsight and their respective directors and executive officers may be deemed participants in the solicitation of proxies from VSAC’s
shareholders in connection with the Proposed Business Combination. VSAC’s shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors and officers of VSAC, or persons who may under SEC rules be deemed
in the solicitation of proxies to VSAC’s shareholders in connection with the Proposed Business Combination, in the Registration
Statement or in VSAC’s Form 10-K or its Forms 10-Q. Additional information regarding the interests of such persons are likewise
included in that Registration Statement. You may obtain free copies of these documents as described above.
Non-Solicitation
This
press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or
a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Investor
Relations Contact:
Chris
Tyson
MZ
North America
VSAC@mzgroup.us
949-491-8235
Newsight
Imaging Contact:
info@newsight.com
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