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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): October 25, 2023
Vision
Sensing Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-40983 |
|
87-2323481 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Suite
500, 78 SW 7th Street
Miami,
Florida 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) |
| |
|
|
| |
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| 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 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.
| Item 1.01. |
Entry into a Material
Definitive Agreement. |
Amendment
of Trust Agreement
On
November 3, 2021, Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), consummated its
initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management
Trust Agreement, dated November 1, 2021, as amended by Amendment No. 1 thereto dated May 1, 2023, by and between the Company and Continental
Stock Transfer & Trust Company, as trustee (“Continental”) (the “Trust Agreement”).
A form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-259766)
for the Offering.
On
October 25, 2023, at 12:00 p.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/visionsensing/sm2023,
pursuant to due notice. At the special meeting, Company stockholders entitled to vote at the special meeting cast their votes and approved
the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate
the Trust Account (the “Trust Account”) established in connection with the IPO 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 VSAC Board).
The
foregoing summary is qualified by the full text of the Trust Agreement Amendment, which is included as Exhibit 10.1 hereto and incorporated
herein by reference.
| Item 3.03. |
Material Modification to Rights of
Security Holders. |
Amendment
of Certificate of Incorporation
As
described in Item 5.03 below, the stockholders of the Company approved the Second Amendment to the Amended and Restated Certificate of
Incorporation of the Company at the October 25, 2023, special meeting, and the Company subsequently filed the Second Amendment to the
Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
| Item 5.03. |
Articles of Incorporation or Bylaws. |
The
stockholders of the Company approved the Second Amendment to the Amended and Restated Certificate of Incorporation of the Company at
the October 25, 2023, special meeting, giving the Company the right to extend the date by which the Company must (i) consummate a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one
or more businesses (a “business combination”), or else (ii) cease its operations if it fails to complete such
business combination, and redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in
the Company’s initial public offering that was closed on November 3, 2021 (the “IPO”) from November 3,
2023 (the “Termination Date”) by up to six (6) one-month extensions to May 3, 2024 (the “Extension
Amendment Proposal”).
Following
receipt of stockholder approval of the Extension Amendment Proposal, the Company filed the Second Amendment to the Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of Delaware. The foregoing summary is qualified by the full text
of the Second Amendment to the Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.1 hereto and incorporated
herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of
Security Holders. |
On
October 25, 2023, at 12:00 p.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/visionsensing/sm2023,
pursuant to due notice. On the record date of September 21, 2023, the Company had 4,615,208 shares entitled to vote at the special meeting.
At the special meeting, holders of the Company’s common stock (the “Stockholders”) voted on two of the three proposals
presented, each as described in the proxy statement/prospectus dated October 3, 2023, and cast their votes as described below:
Proposal
1- Extension Amendment Proposal
The
Stockholders approved the Extension Amendment Proposal, giving the Company the right to extend the date by which the Company must (i)
consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving
the Company and one or more businesses (a “business combination”), or else (ii) cease its operations if it
fails to complete such business combination, and redeem or repurchase 100% of the Company’s Class A common stock included as part
of the units sold in the Company’s initial public offering that was closed on November 3, 2021 (the “IPO”)
from November 3, 2023 (the “Termination Date”) by up to six (6) one-month extensions to May 3, 2024. The following
is a tabulation of the voting results:
Common
Stock:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,946,063
(85.501%) |
|
500
(0.011%) |
|
0 |
|
N/A |
Proposal
2 - Trust Amendment Proposal
The
Stockholders approved the Trust Amendment Proposal, pursuant to which the Investment Management Trust Agreement (the “Trust
Agreement”), dated November 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as
trustee (“Continental”), was amended to extend the date on which Continental must liquidate the Trust Account
(the “Trust Account”) established in connection with the IPO 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 VSAC Board). The
following is a tabulation of the voting results:
Common
Stock:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 3,946,063
(85.501%) |
|
500
(0.011%) |
|
0 |
|
N/A |
Proposal
3 – Adjournment Proposal
The
third proposal to adjourn the Stockholder Meeting (the “Adjournment Proposal”), was not presented at the Stockholders
Meeting since the Extension Amendment Proposal and the Trust Amendment Proposal received sufficient favorable votes to be adopted.
Redemption
of Shares
In
connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the special meeting, holders of 264,443
shares of Class A Common Stock exercised their right to redeem those shares for cash.
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.
| |
VISION
SENSING ACQUISITION CORP. |
| |
|
|
| Date:
October 26, 2023 |
By: |
/s/
George Peter Sobek |
| |
|
George
Peter Sobek |
| |
|
Chief
Executive Officer |
Exhibit
3.1
SECOND
AMENDMENT TO THE
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF
VISION
SENSING ACQUISITION CORP.
VISION
SENSING ACQUISITION CORP, a corporation (the “Corporation”) organized and existing under the General Corporation
Law of the State of Delaware (the “DGCL”), does hereby certify:
1.
The name of the Corporation is Vision Sensing Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the
office of the Secretary of State of the State of Delaware pursuant to the DGCL on August 13, 2021 (the “Original Certificate”).
2.
An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October
29, 2021 (the “Amended and Restated Certificate of Incorporation”).
3.
The First Amendment to the Amended and Restated Certificate of Incorporation was duly adopted on May 1, 2023, by the affirmative vote
of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of
the DGCL.
4.
This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders
of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the DGCL.
5.
The text of Section 9.1(b)(ii) of Article IX is hereby amended and restated to read in its entirety as follows:
“(ii)
the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination
by November 3, 2023 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including for filing
of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open (or such
a later date pursuant to the extension(s) set forth under Section 9.1(c), the “Deadline Date”) and”
6.
The text of Section 9.1(c) of Article IX is hereby amended and restated to read in its entirety as follows:
“(c)
In the event that the Corporation has not consummated an initial Business Combination by November 3, 2023, upon the Sponsor’s request,
the Corporation may extend the period of time to consummate a Business Combination up to six times, each by an additional one month,
for an aggregate of up to six additional months ending May 3, 2024, provided that (i) the Sponsor (or its affiliates or permitted designees)
will deposit, by the Deadline Date in effect prior to such extension (or the first business day thereafter if such date is not a business
day), into the Trust Account the lesser of (x) $60,000 or (y) $0.045 per share for each Offering Share outstanding as of the applicable
Deadline Date for each such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of
a Business Combination and (ii).in each case, that the procedures relating to any such extension, as set forth in the Trust Agreement,
shall have been complied with. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account and
used to fund the redemption of the Offering Shares in accordance with Section 9.2.
7.
This Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by written consent of stockholders holding
the requisite number of shares required by statute given in accordance with and pursuant to Section 228 of the DGCL.
Signature
on following page.
IN
WITNESS WHEREOF, Vision Sensing Acquisition Corp has caused this Second Amendment to the Amended and Restated Certificate to be duly
executed in its name and on its behalf by an authorized officer as of this 25th day of October, 2023.
| |
VISION
SENSING ACQUISITION CORP. |
| |
|
|
| |
By |
/s/
George Peter Sobek |
| |
Name: |
George
Peter Sobek |
| |
Title: |
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 25, 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.
| |
CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY, as Trustee |
| |
|
|
| |
By:
|
/s/
Francis Wolf |
| |
Name:
|
Francis
Wolf |
| |
Title:
|
Vice
President |
| |
|
|
| |
VISION
SENSING ACQUISITION CORP. |
| |
|
|
| |
By:
|
/s/
George Peter Sobek |
| |
Name:
|
George
Peter Sobek |
| |
Title:
|
Chief
Executive Officer |
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|
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--12-31
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|
| Entity Registrant Name |
Vision
Sensing Acquisition Corp.
|
| Entity Central Index Key |
0001883983
|
| Entity Tax Identification Number |
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|
| Entity Incorporation, State or Country Code |
DE
|
| Entity Address, Address Line One |
Suite
500
|
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|
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|
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|
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|
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|
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|
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- Details
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- Details
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- Details
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