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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): December 28, 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.) |
10
E. 53rd St. Suite 3001, New York, NY 10022
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
7.01. Regulation FD Disclosure.
On
December 28, 2023, Vision Sensing Acquisition Corp. (the “Company”) a special purpose acquisition company,
issued a press release announcing 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 January 3, 2024 to February 3, 2024, and that its sponsor,
Vision Sensing, LLC, intends to deposit into the Company’s trust account an aggregate of $60,000 by January 3, 2024 (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 third 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 find an acquisition target and complete its initial business combination.
A
copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
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.
Item
9.01. Financial Statements and Exhibits.
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:
December 28, 2023 |
By: |
/s/
George Peter Sobek |
|
|
George
Peter Sobek |
|
|
Chief
Executive Officer |
Exhibit 99.1
Vision
Sensing Acquisition Corp.
Announces
Intention to Extend Period to Consummate Initial Business Combination to February 3, 2024
Miami,
FL – Thursday, December 28, 2023 — 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 January 3, 2024 to February 3, 2024, and
that its sponsor, Vision Sensing, LLC, intends to deposit into the Company’s trust account an aggregate of $60,000 by January 3,
2024 (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 third 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 find an acquisition target and complete its initial business
combination.
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. VSAC’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 VSAC, including VSAC’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 VSAC does
presently know, or that VSAC 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 VSAC’s assessments as of any date
subsequent to the date of this press release. VSAC 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.
Investor
Relations Contact:
Chris
Tyson
MZ
North America
VSAC@mzgroup.us
949-491-8235
v3.23.4
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