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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): July
9, 2023
VISION
SENSING ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40983 |
|
87-2323481 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Suite
500, 78 SW 7th Street, Miami, FL 33130
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (783) 633-2520
Not
Applicable
(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) |
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title
of Each Class |
|
Trading
Symbol(s) |
|
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
|
|
VSACU |
|
The Nasdaq Stock Market LLC |
Class
A Common Stock, $0.0001 par value per share |
|
VSAC |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each 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.
Item 3.01. | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Successful
Application to Nasdaq Stock Exchange for VSAC to Migrate to the Nasdaq Capital Market
Vision
Sensing Acquisition Corp. (“VSAC” or “the Company”), previously announced, on January 23, 2024,
that VSAC had received a staff determination letter, on January 17, 2024, from the Listing Qualifications Department of The Nasdaq
Stock Market LLC notifying the Company of the determination from the Nasdaq Staff (the “Staff”) to delist the Company’s
securities from The Nasdaq Stock Market and that VSAC had submitted a request to appeal Staff’s determination to a Hearings Panel.
On January 26, 2024, VSAC issued a further press release announcing that, on January 24, 2024, VSAC was
notified, by a Nasdaq Hearings Advisor, that the hearing is scheduled to be held on April 4, 2024.
On,
February 7, 2024, the Company filed the outstanding 10-Q and regained compliance with Listing Rule 5250(c)(1).
On
April 4, 2024, the Company met with the Nasdaq Hearings
Panel (“Panel”) and the Company management addressed Staff’s concerns
regarding timing issues in the business combination and presented a viable, concrete plan to regain compliance within the Panel’s
discretionary period while continuing to pursue a business combination.
On
April 17, 2024, the Panel granted the request of VSAC
to continue its listing on The Nasdaq Stock Market subject to the condition that on or before July 15, 2024, the Company will
transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market and comply with all the applicable listing requirements
of the Nasdaq Capital Market. The Company must provide prompt notification of any significant events that occur during this period
that may affect the Company’s compliance with the Nasdaq requirements, and the Nasdaq Hearing Panel reserves the right to reconsider
the extension based on any event, condition or circumstance that exists or develops that would, in the opinion of the panel, make continued
listing of the Company’s securities on Nasdaq inadvisable or unwarranted. The Company intends to vigorously pursue its plan
to return to compliance with the Nasdaq listing criteria on or prior to July 15, 2024.
On
July 9, 2024, VSAC filed an Application to Nasdaq Stock Exchange to migrate VSAC’s listing from the Global Marke to the Capital
Market.
On
July 12, 2024, VSAC provided Nasdaq with stockholder reports confirming that VSAC has enough public shareholders to meet the Nasdaq Capital
Market Total Holders Requirement.
On
July 12, 2024. VSAC converted 2,530,000 Series B shares into Series A shares. The conversion of the Series B shares into Series A shares
and a migration of the Company to the Nasdaq Capital Market would bring the Company into compliance with the Market Value of Listed Securities
Requirement of the Capital Market.
On
July 17, 2024, Nasdaq Staff approved VSAC’s application to move to the Capital Market, effective as of July 19, 2024.
The
press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed
incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language
in the filing.
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Current 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 Current Report. In addition, this Current Report
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
Current 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”), 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 Current Report, 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 Current
Report. 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, stockholders, 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 stockholders 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 Current Report in each case is not incorporated
by reference into, and is not a part of, this Current Report.
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
stockholders in connection with the Proposed Business Combination. VSAC’s stockholders 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 stockholders in connection with the Proposed Business Combination, in the Registration
Statement or in VSAC’s Form 10-K or its Form 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
Current 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
99.1
|
|
Press Release. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
VISION
SENSING ACQUISITION CORP. |
|
|
|
By: |
/s/
George Sobek |
|
Name:
|
George
Sobek |
|
Title:
|
Chairman
& Chief Executive Officer |
|
|
|
Dated:
July 18, 2024 |
|
|
Exhibit
99.1
![Graphical user interface, text
Description automatically generated](https://www.sec.gov/Archives/edgar/data/1883983/000149315224028374/ex99-1_001.jpg)
Vision
Sensing Acquisition Corp. Announces Successful Application to Nasdaq Stock Exchange for VSAC to Migrate to the Nasdaq Capital Market
New
York, NY – Thursday, July 18, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”)
a special purpose acquisition company, announced today that it has successfully applied to Nasdaq Stock Exchange to migrate to the Capital
Market.
VSAC
previously announced, on January 23, 2024, that VSAC had received a staff determination letter, on January 17, 2024, from the Listing
Qualifications Department of The Nasdaq Stock Market LLC notifying the Company of the determination from the Nasdaq Staff (the “Staff”)
to delist the Company’s securities from The Nasdaq Stock Market and that VSAC had submitted a request to appeal Staff’s determination
to a Hearings Panel. On January 26, 2024, VSAC issued a further press release announcing that, on January 24, 2024, VSAC was
notified, by a Nasdaq Hearings Advisor, that the hearing is scheduled to be held on April 4, 2024.
On,
February 7, 2024, the Company filed the outstanding 10-Q and regained compliance with Listing Rule 5250(c)(1).
On
April 4, 2024, the Company met with the Nasdaq Hearings
Panel (“Panel”) and the Company management addressed Staff’s concerns
regarding timing issues in the business combination and presented a viable, concrete plan to regain compliance within the Panel’s
discretionary period while continuing to pursue a business combination.
On
April 17, 2024, the Panel granted the request of VSAC
to continue its listing on The Nasdaq Stock Market subject to the condition that on or before July 15, 2024, the Company will
transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market and comply with all the applicable listing requirements
of the Nasdaq Capital Market. The Company must provide prompt notification of any significant events that occur during this period that
may affect the Company’s compliance with the Nasdaq requirements, and the Nasdaq Hearing Panel reserves the right to reconsider
the extension based on any event, condition or circumstance that exists or develops that would, in the opinion of the panel, make continued
listing of the Company’s securities on Nasdaq inadvisable or unwarranted. The Company intends to vigorously pursue its plan to
return to compliance with the Nasdaq listing criteria on or prior to July 15, 2024.
On
July 9, 2024, VSAC filed an Application to Nasdaq Stock Exchange to migrate VSAC’s listing from the Global Marke to the Capital
Market.
On
July 12, 2024, VSAC provided Nasdaq with stockholder reports confirming that VSAC has enough public shareholders to meet the Nasdaq Capital
Market Total Holders Requirement.
On
July 12, 2024. VSAC converted 2,530,000 Series B shares into Series A shares. The conversion of the Series B shares into Series A shares
and a migration of the Company to the Nasdaq Capital Market would bring the Company into compliance with the Market Value of Listed Securities
Requirement of the Capital Market.
On
July 17, 2024, Nasdaq Staff approved VSAC’s application to move to the Capital Market, effective as of July 19, 2024.
About
Mediforum
Mediforum
Co., Ltd is a leading Korean biotechnology company established in 2015, headquartered in Seoul, Korea and led by a management team that
has a deep understanding of the biotech industry and a proven track record of success. Mediforum’s mission is to enhance the quality
of life for those facing conditions like Alzheimer’s disease (AD) and neuropathic pain. With a diverse portfolio, including anti-dementia
medications and health functional foods, our flagship product, PM012, is currently in Phase 2b trials for Alzheimer’s disease (AD),
with plans for subsequent Phase 3 trials in Korea and the U.S. PM012 also explores indications for Parkinson’s disease (PD) and
stroke. Addressing the non-narcotic therapies, MF018 is in Phase 2 for Chemotherapy-Induced Peripheral Neuropathy (CIPN), with Phase
3 trials planned. Its versatility extends to Diabetic Peripheral Neuropathy (DPN). As Mediforum anticipate its listing on NASDAQ, Mediforum
is poised to become the first Korean biotech on this global platform, solidifying their commitment to technology, innovation, and transformative
healthcare solutions. For more information, please visit: http://gmediforum.com/us.
Norwich
Capital Limited and American General Business Association & SME Overseas IPO Capital Group are acting as the Lead Advisor and Co-Advisor
for Mediforum, Loeb & Loeb LLP is acting as the US Legal Counsel to Mediforum and Next Law LLP is acting as the Korean Legal Counsel
to Mediforum.
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 a private technology company.
EF
Hutton, division of Benchmark Investments, LLC, is serving as Capital Market Advisor to VSAC and ARC Group Limited is serving as Financial
Advisor to VSAC.
Forward-Looking
Statements
This
press release contains, and certain oral statements made by representatives of VSAC, Mediforum, and their respective affiliates, from
time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. VSAC’s and Mediforum’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 Mediforum’s
expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the
closing conditions to the business combination and the timing of the completion of the business combination. 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 the control of VSAC or Mediforum and are difficult to predict. Factors that may cause such differences include, but
are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger
Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against VSAC
or Mediforum following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete
the business combination, including due to failure to obtain approval of the shareholders of VSAC or other conditions to closing in the
Merger Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from insurance
regulators) required to complete the transactions contemplated by the Merger Agreement; (5) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close;
(6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on Nasdaq following the business
combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation
of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected
by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;
(9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that Mediforum or
the combined company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties
to be identified in the Form S-4 or Form F-4 filed by VSAC (when available) relating to the business combination, including those under
“Risk Factors” therein, and in other filings with the Securities and Exchange Commission (“SEC”) made by VSAC
and Mediforum. VSAC and Mediforum caution that the foregoing list of factors is not exclusive. VSAC and Mediforum caution readers not
to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither VSAC or Mediforum undertakes
or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable
law. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this
press release.
Additional
Information and Where to Find It
In
connection with the proposed transaction, the Mediforum Business Combination Agreement calls for VSAC and Mediforum to cause a registration
statement on Form F-4 or S-4 to be filed with the SEC, which will include a proxy statement to be distributed to VSAC’s stockholders
in connection with VSAC’s solicitation for proxies for the vote by VSAC’s stockholders in connection with the proposed transaction
and other matters as described in the registration statement, as well as a prospectus relating to Mediforum’s securities to be
issued in connection with the proposed transaction. VSAC’s stockholders and other interested persons are advised to read, once
available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus,
in connection with VSAC’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things,
the proposed transaction, because these documents will contain important information about VSAC, Mediforum, and the proposed transaction.
After the registration statement is filed and declared effective, VSAC will mail a definitive proxy statement and other relevant documents
to its stockholders as of the record date to be established for voting on the proposed transaction. Stockholders may also obtain a copy
of the preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, as well as
other documents filed with the SEC regarding the proposed transaction and other documents filed with the SEC, without charge, at the
SEC’s website located at www.sec.gov.
Participants
in the Solicitation
VSAC,
Mediforum, and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitations of proxies from VSAC’s stockholders in connection with the proposed transaction.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of VSAC’s stockholders in
connection with the proposed transaction will be set forth in the proxy statement/prospectus included in the Registration Statement to
be filed with the SEC in connection with the proposed transaction. You can find more information about VSAC’s directors and executive
officers in VSAC’s final prospectus related to its initial public offering. Additional information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when
it becomes available. Stockholders, potential investors, and other interested persons should read the proxy statement/prospectus carefully
when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources
indicated above.
No
Offer or 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 potential transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities of VSAC,
Mediforum or the combined company, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
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.
v3.24.2
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|
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|
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|
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Vision Sensing Acquisition (NASDAQ:VSACU)
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Vision Sensing Acquisition (NASDAQ:VSACU)
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