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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): January 17, 2024
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 |
| 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. |
On
January 17, 2024, Vision Sensing Acquisition Corp. (the “Company”) received a staff determination letter (the “Letter”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of the determination
from the Nasdaq Staff (the “Staff”) to delist the Company’s securities from The Nasdaq Stock Market, because, as of
December 26, 2023, the Company had not regained compliance with the market value requirement as set forth Listing Rule 5450(b)(2)(A)
that requires the market value of the Company’s listed securities to be $50,000,000 or more.
The
Letter also states that since the Company has not yet filed its Form 10-Q for the period ended September 30, 2023 (the “Filing”),
it no longer complies with Listing Rule 5250(c)(1) for continued listing. Accordingly, this matter serves as a separate and additional
basis for delisting the Company’s securities from The Nasdaq Stock Market.
In
addition, the Letter states that on October 9, 2023, Staff notified the Company that is does not comply with the minimum 400 total holders
requirement, as is required by Listing Rule 5450(a)(2). Furthermore, pursuant to Listing Rule 5810(c)(2)(A), Staff may not accept a plan
to regain compliance from the Company as the Company is currently under review by an adjudicatory body. As such, this matter also serves
as a separate and additional basis for delisting the Company’s securities from The Nasdaq Stock Market.
Pursuant
to the Letter, unless the Company requests an appeal of the Staff’s determination, trading of the Company’s ordinary shares
will be suspended at the opening of business on January 26, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission
(the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The
letter states that the Company may appeal Staff’s determination to a Hearings Panel, pursuant to the procedures set forth in the
Nasdaq Listing Rule 5800 Series. Hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request.
A request for a hearing regarding a delinquent filing will stay the suspension of the Company’s securities only for a period of
15 days from the date of the request. When the Company requests a hearing, it may also request a stay of the suspension, pending the
hearing. On January 23, 2024, the Company requested a hearing to appeal the delisting determination and a stay of suspension, pending
the hearing and submitted a mini-compliance plan to regain compliance with the Listing Rules, in support of said application.
On
January 23, 2024, the Company issued a press release with the information set forth above, which is filed as Exhibit 99.1 to this current
report.
Forward-Looking
Statements
This
report contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. the Company’s actual results may differ from its 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, risks and uncertainties described in reports and other public
filings with the SEC by the Company, including the Company’s Form 10-K for the year ended December 31, 2022 as filed with the SEC
on March 24, 2023 and its most recent Forms 10-Q, as filed with the SEC on May 15, 2023 and August 28, 2023. These risk factors are 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 the Company
does presently know, or that the Company currently believes 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. These forward-looking statements should not be relied upon as representing the Company’s assessments
as of any date subsequent to the date of this press release. The Company undertakes 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.
(d)
Exhibits
The
following exhibits are being filed herewith:
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 Peter Sobek |
| |
Name:
|
George
Sobek |
| |
Title:
|
Chairman
& Chief Executive Officer |
| |
|
|
| Dated:
January 23, 2024 |
|
|
Exhibit 99.1
Vision Sensing Acquisition Corp. Received Nasdaq
Delisting Determination Letter and Intends to Appeal the Determination and Request a Stay Pending the Appeal Hearing
New York, NY — January 23, 2024 —
Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company” or “VSAC”), a special
purpose acquisition company, announced today that it received a staff determination letter (the “Letter”), on January 17,
2024, from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of the determination
from the Nasdaq Staff (the “Staff”) to delist the Company’s securities from The Nasdaq Stock Market, because, as of
December 26, 2023, the Company had not regained compliance with the requirement set forth Listing Rule 5450(b)(2)(A) that requires the
market value of the Company’s listed securities to be $50,000,000 or more.
The Letter also states that since the Company has
not yet filed its Form 10-Q for the period ended September 30, 2023 (the “Filing”), it no longer complies with Listing Rule
5250(c)(1) for continued listing. Accordingly, this matter serves as a separate and additional basis for delisting the Company’s
securities from The Nasdaq Stock Market.
In addition, the Letter states that on October 9,
2023, Staff notified the Company that is does not comply with the minimum 400 total holders requirement, as is required by Listing Rule
5450(a)(2). Furthermore, pursuant to Listing Rule 5810(c)(2)(A), Staff may not accept a plan to regain compliance from the Company as
the Company is currently under review by an adjudicatory body. As such, this matter also serves as a separate and additional basis for
delisting the Company’s securities from The Nasdaq Stock Market.
Pursuant to the Letter, unless the Company requests
an appeal of the Staff’s determination, trading of the Company’s ordinary shares will be suspended at the opening of business
on January 26, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove
the Company’s securities from listing and registration on The Nasdaq Stock Market.
The letter states that the Company may appeal Staff’s
determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Hearings are typically
scheduled to occur approximately 30-45 days after the date of the hearing request. A request for a hearing regarding a delinquent filing
will stay the suspension of the Company’s securities only for a period of 15 days from the date of the request. When the Company
requests a hearing, it may also request a stay of the suspension, pending the hearing. On January 23, 2024, the Company requested a hearing
to appeal the delisting determination and a stay of suspension, pending the hearing and submitted a mini-compliance plan to regain compliance
with the Listing Rules, in support of said application.
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.
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 contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
the Company’s actual results may differ from its 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, risks and uncertainties described in reports and other public filings with the SEC by the Company, including
the Company’s Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 24, 2023 and its most recent Forms 10-Q,
as filed with the SEC on May 15, 2023 and August 28, 2023. These risk factors are 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 the Company does presently know, or that the Company
currently believes 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. These forward-looking
statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press
release. The Company undertakes 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.
Contacts
For Vision Sensing Acquisition Corp.:
George Peter Sobek, Chairman and CEO
georgesobek@hotmail.co.uk
SOURCE: Vision Sensing Acquisition Corp.
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