Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW)
(“
VSAC”), a special purpose acquisition company,
filed a Definitive Proxy Statement on Schedule 14A (the
“
Proxy Statement”) with respect to a special
meeting of its stockholders to be held on Thursday, April 27, 2023
at 9:00 a.m. EDT (the “
Special Meeting”) to vote
on, among other things, a proposal (the “
Extension
Proposal”) to amend VSAC’s Amended and Restated
Certificate of Incorporation (the “
Charter”) to
extend VSAC’s deadline to consummate a business combination (an
“
Extension”) from May 3, 2023 by up to six 1-month
extensions to November 3, 2023 (the “
Extension
Amendment”) and a proposal (the “
Trust Amendment
Proposal”) to make corresponding amendments (the
“
Trust Amendment”) to its Investment Management
Trust Agreement dated November 1, 2021 with Continental Stock
Transfer and Trust Company.
VSAC is:
- postponing the General Meeting until 9:00 a.m. EST on Monday,
May 1, 2023; and
- extending the period during which
public holders of shares VSAC’s Class A common stock
(“Public Shares”) can submit their shares for
redemption in connection with the Extension Amendment until 5:00
p.m. EDT on Thursday, April 27, 2023.
If VSAC’s stockholders approve the Extension
Proposal and the Trust Amendment Proposal at the Special Meeting,
VSAC can obtain up to six 1-month extensions to the deadline to
complete a business combination provided that (i) VSAC’s
Sponsor (or its affiliates or permitted designees) will deposit
into VSAC’s Trust Account the lesser of (x) $100,000 or (y)
$0.045 per share for each Public Share outstanding as of the
applicable deadline date for each such one-month extension until
November 3, 2023 unless the closing of the Company’s initial
business combination shall have occurred (the “Extension
Payment”) in exchange for a non-interest bearing,
unsecured promissory note payable upon consummation of a business
combination.
If VSAC’s stockholders do not approve the
Extension Proposal and the Trust Amendment Proposal at the Special
Meeting, then on May 3, 2023, VSAC will be required to cease its
operations, and redeem or repurchase 100% of its Public Shares and
then liquidate.
VSAC is also adding the following new risk
factor titled “A new 1% U.S. federal excise tax could be imposed on
us in connection with redemptions by us of our shares” to the Proxy
Statement:
A new 1% U.S. federal excise tax could
be imposed on us in connection with redemptions by us of our
shares.
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal
law. The IR Act provides for, among other things, a new U.S.
federal 1% excise tax (the “Excise Tax”) on
certain repurchases (including redemptions) of stock by publicly
traded domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations. The excise
tax is imposed on the repurchasing corporation itself, not its
stockholders from which shares are repurchased. The amount of the
excise tax is generally 1% of the fair market value of the shares
repurchased at the time of the repurchase.
Any redemption or other repurchase that occurs
in connection with an initial business combination, extension or
otherwise, may be subject to the excise tax. Whether and to what
extent the Company would be subject to the excise tax in connection
with an initial business combination would depend on a number of
factors, including (i) the fair market value of the redemptions and
repurchases in connection with the initial business combination,
(ii) the structure of the initial business combination, (iii) the
nature and amount of any “PIPE” or other equity issuances in
connection with the initial business combination (or otherwise
issued not in connection with the initial business combination but
issued within the same taxable year of the initial business
combination) and (iv) the content of regulations and other guidance
from the U.S. Department of the Treasury. In addition, because the
excise tax would be payable by the Company, and not by the
redeeming holder, the mechanics of any required payment of the
excise tax have not been determined.
For the avoidance of doubt, the proceeds placed
in the Company’s trust account and the interest earned thereon
shall not be used to pay for any excise tax due under the IR Act in
connection with any redemptions of the Company’s Class A common
stock prior to or in connection with an extension or its initial
business combination.
Additional Information About the Special
Meeting and the Extension Amendment and Trust
Amendment.
This document does not contain all the
information that should be considered concerning the Special
Meeting, the Extension Amendment or the Trust Amendment and is not
intended to form the basis of any decision on how to vote on the
amendments or on whether VSAC’s public stockholders should tender
their shares of VSAC Class A common stock for redemption in
connection with the amendments. VSAC’s stockholders and other
interested persons are advised to read the Proxy Statement and any
amendments thereto, as these materials will contain important
information about the Special Meeting, the Extension Amendment and
the Trust Amendment.
Business Combination with Newsight
Imaging Ltd.
As announced on August 30, 2022 VSAC and
Newsight Imaging Ltd., an Israeli company, entered into a business
combination agreement dated August 30, 2022 (as amended by a First
Amendment dated January 19, 2023 and a Second Amendment dated
January 30, 2023 and as it may be further amended and/or restated
from time to time, the “Business Combination Agreement”), pursuant
to which: (i) a newly-organized, wholly-owned subsidiary of
Newsight will merge into VSAC resulting in VSAC 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, (iv) VSAC’s common stock will be exchanged on a one-for-one
basis for Newsight Ordinary Shares and (v) warrants to purchase
VSAC 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.
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”), 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, 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
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 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 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.us 949-491-8235
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