ISNS Image Sensing Systems Inc

Explanatory Note

Deregistration of Unsold Securities

This Post-Effective Amendment No. 2 (“Amendment No. 2”) relates to the following Registration Statements on Form S-8 (the “Registration Statements”) of Autoscope Technologies Corporation, a Minnesota corporation (the “Successor Registrant”), filed by Image Sensing Systems, Inc., a Minnesota corporation (the “Predecessor Registrant”), with the Securities and Exchange Commission (the “SEC”):

• Registration Statement on Form S‑8 (File No. 333‑142449) filed with the SEC on April 30, 2007 registering 281,200 shares of “Common Stock” (as defined below) issuable under the Image Sensing Systems, Inc. 2005 Stock Incentive Plan;
• Registration Statement on Form S‑8 (File No. 333‑152117) filed with the SEC on July 3, 2008 registering 138,800 shares of Common Stock issuable under the Image Sensing Systems, Inc. 2005 Stock Incentive Plan; and
• Registration Statement on Form S‑8 (File No. 333‑167496) filed with the SEC on June 14, 2010 registering 135,000 shares of Common Stock issuable under the Image Sensing Systems, Inc. 2005 Stock Incentive Plan.

On July 21, 2021, the Successor Registrant filed Post‑Effective Amendments No. 1 (the “Amendments”) to the Registration Statements pursuant to Rule 414 under the Securities Act of 1933, as amended, to notify the SEC that effective as of July 21, 2021, the Predecessor Registrant merged (the “Merger”) with and into Spruce Tree MergerCo, Inc., a Minnesota corporation (“Spruce Tree”), which was a direct wholly‑owned subsidiary of the Successor Registrant, pursuant to which the Predecessor Registrant became a direct wholly‑owned subsidiary of the Successor Registrant in accordance with the Agreement and Plan of Merger dated as of June 28, 2021 among the Predecessor Registrant, the Successor Registrant, and Spruce Tree. For the purposes of this Amendment No. 2, the Amendments and the Registration Statements, (i) as of any time before the effective time of the Merger, references to the “Company,” “we,” “us,” “our” and similar terms mean the Predecessor Registrant and references to “Common Stock” mean the common stock, par value $0.01 per share, of the Predecessor Registrant and (ii) as of the effective time of the Merger and thereafter, references to the “Company,” “we,” “us,” “our” and similar terms mean the Successor Registrant and references to “Common Stock” mean the common stock, par value $0.01 per share, of the Successor Registrant. The Merger was conducted pursuant to Section 302A.626 of the Minnesota Business Corporation Act of the State of Minnesota, which provides for the formation of a holding company without a vote of the shareholders of the constituent corporation. As a result of the Merger, the Successor Registrant became the successor issuer to the Predecessor Registrant pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended.

In the Merger, each share of each class of Common Stock of the Predecessor Registrant issued and outstanding immediately before the Merger was converted automatically into an equivalent corresponding share of Common Stock of the Successor Registrant having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of stock of the Predecessor Registrant being converted. Accordingly, upon consummation of the Merger, the Predecessor Registrant’s then-current shareholders became shareholders of the Successor Registrant.

In accordance with undertakings made by the Company in the Registration Statements and the Amendments to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statements and the Amendments.