Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the
“Company”) a special purpose acquisition company, announced today
that it has notified Continental Stock Transfer & Trust Company
that it intends to extend the date by which the Company must
consummate its initial business combination from December 3, 2023,
to January 3, 2024, and that its sponsor, Vision Sensing, LLC,
intends to deposit into the Company’s trust account an aggregate of
$60,000 by December 4, 2023 (the “Extension”). In connection with
the Extension, the Company intends to issue to its sponsor a
non-interest bearing, unsecured promissory note in the principal
amount of $60,000 as consideration for the funding. This will be
the second of up to six one-month extensions that the Company is
authorized to obtain under its amended and restated certificate of
incorporation as recently amended on October 25, 2023.
The Extension provides the Company with
additional time to complete its initial business combination
(the “Business Combination”) with Newsight
Imaging Ltd., an Israeli company (“Newsight”), and
Newsight MergerSub, Inc., a Delaware corporation and wholly owned
subsidiary of Newsight (“Merger Sub”), pursuant to
a business combination agreement dated August 30, 2022 (as it may
be amended and/or restated from time to time, the “Business
Combination Agreement”), pursuant to which:
(i) Merger Sub will merge into the Company resulting in the
Company becoming a wholly-owned subsidiary of Newsight, (ii)
Newsight will register as a publicly traded company, (iii)
Newsight’s existing shares will be split to facilitate a fully
diluted value per Newsight share of US$10.00, (iv) the Company’s
common stock will be exchanged on a one-for-one basis for Newsight
Ordinary Shares and (v) warrants to purchase the Company’s common
stock will instead become eligible to purchase the same number of
Newsight Ordinary Shares at the same exercise price and for the
same exercise period (such transactions, the “Business
Combination”). The combined company’s common stock is
expected to trade on the Nasdaq Capital Market under the ticker
symbol “NSIM”.
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 TysonMZ North
AmericaVSAC@mzgroup.us949-491-8235
Newsight Imaging
Contact:info@newsight.com
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