Item 1.01 Entry into a Material Definitive Agreement.
As announced on August 30, 2022 and described in greater detail in a Current
Report on Form 8-K filed by Vision Sensing Acquisition Corp, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on
September 6, 2022, the Company, Newsight Imaging Ltd., an Israeli company
("Newsight") and Newsight MergerSub, Inc., a Delaware corporation and
wholly-owned subsidiary of Newsight ("Merger Sub"), entered into a business
combination agreement dated August 30, 2022 (as previously amended, the
"Original 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, (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").
On January 29, 2023, Company, Newsight and Merger Sub entered into a Second
Amendment to Business Combination Agreement (the "BCA Amendment") to amend the
Original Business Combination Agreement (as amended, the "Business Combination
Agreement") to amend the definition of "Outside Date" in Section 10.1 in the
Original Business Combination Agreement to change the Outside Date from February
3, 2023 to May 3, 2023. The amendment extends the Outside Date to match the new
deadline for the Company under its organizational documents to complete its
initial business combination. The foregoing description of the BCA Amendment is
subject to and qualified in its entirety by reference to the full text of the
BCA Amendment, a copy of which is attached as Exhibit 2.1.1 hereto.
Item 8.01. Other Events.
On January 30, 2023, the Company issued a press release announcing that its
sponsor, Vision Sensing, LLC, has requested an extension of the period of time
the Company has to consummate its initial business combination by three months
from February 3, 2023 until May 3, 2023 and has advised the Company that it will
deposit an aggregate of $1,012,000 (representing $0.10 per public unit sold in
the Company's initial public offering) into the Company's trust account by
February 3, 2023, and the Company will issue its sponsor a non-interest bearing,
unsecured promissory note in that amount. This extension extends the Company's
deadline under its Certificate of Incorporation to complete the Business
Combination to May 3, 2023.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (the "Current Report") 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 Current Report. In addition, this Current Report 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.
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This Current Report 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, 2021 as filed with the SEC on
March 31, 2022 (the "10-K"), and its Form 10-Q, as filed with the SEC on
November 14, 2022 (the "10-Q"), 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 Current Report, 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 Current Report. 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. 1 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 Current Report in each case is not incorporated by reference
into, and is not a part of, this Current Report.
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 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.
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Non-Solicitation
This Current Report 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1.1 Second Amendment to Business Combination Agreement, dated as of
January 29, 2023, by and among Vision Sensing Acquisition Corp., and
Newsight Imaging Ltd.
99.1 Press Release dated January 30, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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