UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒ |
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Filed
by a Party other than the Registrant ☐ |
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Check
the appropriate box: |
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to Section 240.14a-12 |
Vision
Sensing Acquisition Corp.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box)
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No
Fee Required |
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Fee
paid previously with preliminary materials |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
VISION
SENSING ACQUISITION CORP.
10
E. 53rd Street, Suite 3001
New
York, NY 10022
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD AT 8:30 AM EASTERN TIME ON OCTOBER 20, 2023
TO
THE STOCKHOLDERS OF VISION SENSING ACQUISITION CORP.:
You
are cordially invited to attend the Special Meeting, which we refer to as the “Special Meeting,” of stockholders
of Vision Sensing Acquisition Corp., which we refer to as “we,” “us,” “our,”
“VSAC” or the “Company,” to be held at 8:30 am Eastern Time on October 20, 2023.
The
Special Meeting will be conducted via live webcast. You will be able to attend the Special Meeting online, to vote and submit your
questions during the Special Meeting by visiting https://www.cstproxy.com/visionsensing/sm2023. To access the virtual online Special
Meeting, you will need your 12-digit control number to vote electronically at the Special Meeting. The accompanying proxy statement
(the “Proxy Statement”) is dated October 3, 2023 and is first being mailed to stockholders of the Company
on or about October 4, 2023.
The
sole purpose of the Special Meeting is to consider and vote upon the following three proposals:
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a
proposal to amend the Company’s Amended and Restated Certificate of Incorporation as previously amended by the First Amendment
thereto (the “Existing Company Charter”) in the form set forth in Annex A to the accompanying Proxy
Statement, which we refer to as the “Extension Amendment,” giving the Company the right to extend
the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company and one or more businesses (a “business combination”)
or else (ii) cease its operations if it fails to complete such business combination, and redeem or repurchase 100% of the Company’s
Class A common stock included as part of the units sold in the Company’s initial public offering that closed on November 3,
2021 (the “IPO”) from November 3, 2023 (the “Termination Date”) by up to six
one-month extensions to May 3, 2024 (which we refer to as the “Extension”, and such later date, the “Extended
Deadline”) provided that (i) the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account
the lesser of (x) $60,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable Deadline Date for each such
one-month extensions until May 3, 2024 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 (such proposal is the “Extension Amendment Proposal”). For the purposes
of the Delaware General Corporation Law (the “DGCL”), the full text of the resolution is as follows: “RESOLVED,
that subject to and conditional upon the trust account, which is governed by the investment management trust agreement entered into
between the Company and Continental Stock Transfer & Trust Company on November 1, 2021, as amended, having net tangible assets
of at least US $5,000,001 as at the date of this resolution, the second amendment to the amended and restated certificate of incorporation,
a copy of which is attached to the accompanying proxy statement as Annex A, be and is hereby adopted.” |
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a
proposal to amend the Investment Management Trust Agreement dated November 1, 2021 as amended by Amendment No. 1 thereto dated May
1, 2023 (the “Trust Agreement”) entered into between Continental Stock Transfer & Trust Company, as
trustee (“Continental”) and the Company governing the trust account (the “Trust Account”)
established in connection with the IPO (the “Trust Amendment”), pursuant to an amendment to the Trust Agreement
in the form set forth in Annex B to the accompanying Proxy Statement to extend the date on which Continental must liquidate
the Trust Account if the Company has not completed its initial business combination, from November 3, 2023 by up to six one-month
extensions to May 3, 2024 by depositing into the Trust Account the lesser of (x) $60,000 or (y) $0.045 per share for each Public
Share outstanding as of the applicable Deadline Date for ach such one-month extension (such proposal is the “Trust Amendment
Proposal”), and |
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a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal and the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal,” which
will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal. |
Each
of the Extension Amendment Proposal, Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying
Proxy Statement.
The
purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow
us additional time to complete our previously announced business combination (the “Business Combination”) with
Newsight Imaging Ltd., a company organized under the laws of the State of Israel (“Newsight”) and Newsight
Merger Sub, a Delaware corporation and wholly owned subsidiary of Newsight (“Merger Sub”). On August 30, 2022,
VSAC entered into a business combination agreement with Newsight and Merger Sub, Inc., which was amended by Amendment No. 1 thereto on
January 13, 2023, and Amendment No. 2 thereto on January 29, 2023 (as it may be further amended, the “Business Combination
Agreement”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into VSAC, with VSAC surviving
the merger. As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated
by the Business Combination Agreement (the “Transactions”), VSAC will become a wholly owned subsidiary of Newsight,
with the securityholders of VSAC becoming securityholders of Newsight.
Pursuant
to the Existing Company Charter, the Company currently has until November 3, 2023, to complete its initial business combination. While
we and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Business Combination,
including the filing by Newsight on December 8, 2022 of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission
relating to the Business Combination and Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023,
respectively (as it may be further amended, the “Registration Statement”) , our board of directors (the “VSAC
Board”) believes that there may not be sufficient time before November 3, 2023 to consummate the closing of the Business
Combination.
If
the Extension Amendment and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period
in which the Company must complete the Initial Business Combination up to six more times, each by an additional one month for an aggregate
of up to six additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit,
on or prior to (i) in the case of the first such extension, the deadline for the Company to consummate a Business Combination prior to
such extension, or the next business day if such deadline is not a business day and (ii) for each subsequent extension, the last day
of the immediately preceding extension for each such extension, or the next business day if such last day is not a business day (each
a “Deadline Date”), into the Trust Fund the lesser of (x) $60,000 or (y) $0.045 per share for each Public Share
outstanding as of the applicable Deadline Date for each such extension.
The
VSAC Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s
stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the
business combination and to reduce our cost to extend the Termination Date to the Extended Deadline. Without the Extension, the Company
believes that the Company will not be able to complete the business combination on or before the Termination Date. If that were to occur,
the Company would be precluded from completing the business combination and would be forced to liquidate.
Without
the Extension, we cannot obtain an extension by any other means because we have already requested and received the six 1-month extensions
to the Termination Date made available under the Existing Company Charter. The cost of each such 1-month extension was $72,562.86 or
$0.045 per month per public share for the 1,612,508 public shares.
We
are pleased to utilize the virtual stockholder meeting technology to provide ready access, safety and cost savings for our stockholders
and the Company. The online meeting format allows attendance from any location in the world.
Even
if you are planning to attend the Special Meeting in person (via live webcast), please promptly submit your proxy vote by telephone or,
if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares
will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special
Meeting. In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their publicly traded shares at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest
shall be net of taxes payable), divided by the number of shares of then outstanding Class A common stock included as part of the units
sold in the IPO (the “public shares”), which election we refer to as the “Redemption Election.”
A
Redemption Election can be made regardless of whether such public stockholders vote “FOR” or “AGAINST” the Extension
Amendment Proposal and a Redemption Election can also be made by public stockholders (the “public stockholders”)
who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Holders of public shares may make a Redemption
Election regardless of whether such public stockholders were holders as of the record date.
Public
stockholders who do not make the Redemption Election would be entitled to have their shares redeemed for cash if we have not completed
a business combination by the Extended Deadline. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST”
the Extension Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to
vote, at the Special Meeting, if the Extension Amendment is implemented and a public stockholder does not make a Redemption Election,
they will retain the right to vote on any proposed business combination in the future and the right to redeem their public shares at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior
to the consummation of such business combination, including interest (which interest shall be net of taxes payable), divided by the number
of then outstanding public shares, in the event any proposed business combination is completed.
You
are not being asked to vote on a business combination at this time. If the Extension Amendment is implemented and you do not elect to
redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider a business combination, you
will retain the right to vote on a business combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Extended
Deadline.
Based
upon the amount in the Trust Account as of the record date for the Special Meeting, which was approximately $18.0 million, and after
expected withdrawals of approximately $243,400 to pay estimated U.S. federal income taxes and Delaware franchise taxes, we anticipate
that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $11.01 at
the time of the Special Meeting. The closing price of the public shares on Nasdaq on September 29, 2023, the most recent practicable
closing price prior to the mailing of this Proxy Statement, was $10.91. We cannot assure stockholders that they will be able to
sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may
not be sufficient liquidity in our securities when such stockholders wish to sell their shares.
TO
DEMAND REDEMPTION, BEFORE 5:00 P.M. EASTERN TIME ON OCTOBER 18, 2023 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU SHOULD ELECT
EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE
TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR
BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER
MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO CONTINENTAL STOCK TRANSFER
& TRUST COMPANY IN ORDER TO VALIDLY REDEEM ITS SHARES.
The
purpose of the Trust Amendment is to amend the Trust Agreement to conform the procedures in the Trust Agreement by which the Company
may extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination by
November 3, 2023 from that date to May 3, 2024 (or such earlier date after November 3, 2023 as determined by the VSAC Board).
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by
November 3, 2023, as contemplated by our IPO prospectus and in accordance with the Existing Company Charter, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject
to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal
to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes
payable, less up to $100,000 of such net interest to pay dissolution expenses as provided in our registration statement), by (B) the
total number of then outstanding public shares, which redemption will completely extinguish rights of public stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the VSAC Board in accordance with applicable law,
dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and
other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire
worthless in the event of our winding up.
Our
sponsor, Vision Sensing, LLC, a Delaware limited liability company (the “Sponsor”) owns all 2,530,000 outstanding
shares of our Class B common stock (the “Founder Shares”) that were issued to the Sponsor prior to our IPO,
and 472,700 private placement units (the “Private Placement Units,”) that were purchased by the Sponsor in
a private placement that closed simultaneously with the closing of the IPO. Prior to the IPO, our Sponsor issued to each of our five
directors and executive officers a service member membership interest in the Sponsor in consideration for services to be provided to
the Sponsor and/or us characterized as corresponding to a ratable share of our Class B common stock held by the Sponsor that will entitle
him, if a business combination of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale
of such shares pursuant to the terms of the Sponsor’s operating agreement. The ratable shares of George Sobek, our President and
Chief Executive Officer and one of our directors, Hang Kon Louis Ma, our Chief Financial Officer and one of our directors, and our independent
directors Joseph Magen, William Welser IV and Garry Stein are, respectively, 115,000, 30,000, 20,000, 20,000 and 90,000 shares of the
Company’s Class B common stock. In the event of a liquidation, our Sponsor and our officers and directors will not receive any
monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
The
affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares and the Class A common
stock included in the Private Placement Units, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
Stockholder approval of the Extension Amendment and Trust Amendment are required for the implementation of the VSAC Board’s plan
to extend the Termination Date by which we must consummate our initial business combination. Notwithstanding stockholder approval of
the Extension Amendment Proposal and the Trust Amendment Proposal, subject to the terms of the Merger Agreement, the VSAC Board will
retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our
stockholders.
Approval
of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (via
live webcast) or by proxy at the Special Meeting.
The
VSAC Board has fixed the close of business on September 21, 2023 as the record date for determining the Company stockholders entitled
to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common
stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
After
careful consideration of all relevant factors, the VSAC Board has determined that the Extension Amendment Proposal, the Trust Amendment
Proposal and, if presented, the Adjournment Proposal are advisable and in the best interests of VSAC and recommends that VSAC stockholders
vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal,
and “FOR” the Adjournment Proposal, if presented.
Under
the Existing Company Charter, no other business may be transacted at the Special Meeting other than that set out in this notice.
Enclosed
is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the
Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material
carefully and vote your common stock.
October
3, 2023 |
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By
Order of the VSAC Board |
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George
Peter Sobek |
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Chief
Executive Officer |
Your
vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure
that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote in person (via
live webcast) at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker
or bank how to vote your shares, or you may cast your vote in person (via live webcast) at the Special Meeting by obtaining a proxy from
your brokerage firm or bank. Your presence (via live webcast) or by proxy representation will count towards the quorum requirement but
your failure to vote or to instruct your broker or bank how to vote will mean that your common stock will not be counted as a vote cast
at the Special Meeting.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on October 20, 2023: This notice of the Special
Meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/visionsensing/sm2023.
TABLE
OF CONTENTS
VISION
SENSING ACQUISITION CORP.
10
E. 53rd Street, Suite 3001
New
York, NY 10022
SPECIAL
MEETING OF VISION SENSING ACQUISITION CORP.
To
Be Held at 8:30 am Eastern Time on October 20, 2023
PROXY
STATEMENT
The
Special Meeting (the “Special Meeting”) of the stockholders of Vision Sensing Acquisition Corp., which we refer
to as “we,” “us,” “our,” “VSAC”
or the “Company,” will be held at 8:30 am Eastern Time on October 20, 2023 via a live webcast at https://www.cstproxy.com/visionsensing/sm2023
for the sole purpose of considering and voting upon the following proposals:
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a
proposal to amend the Company’s Amended and Restated Certificate of Incorporation as previously amended by the First Amendment
thereto (the “Existing Company Charter”) in the form set forth in Annex A to the accompanying Proxy
Statement, which we refer to as the “Extension Amendment,” giving the Company the right to extend
the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company and one or more businesses (a “business combination”)
or else (ii) cease its operations if it fails to complete such business combination, and redeem or repurchase 100% of the Company’s
Class A common stock included as part of the units sold in the Company’s initial public offering that closed on November 3,
2021 (the “IPO”) from November 3, 2023 (the “Termination Date”) by up to six
one-month extensions to May 3, 2024 by depositing the lesser of (x) $60,000 or (y) $0.045 per share for each Public Share outstanding
as of the applicable Deadline Date for each such one-month extension(which we refer to as the “Extension”,
and such later date, the “Extended Deadline”) (such proposal is the “Extension Amendment Proposal”). |
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a
proposal to amend the Investment Management Trust Agreement (the “Trust Agreement”), dated November 1,
2021, as amended by Amendment No. 1 thereto dated May 1, 2023 by and between the Company and Continental Stock Transfer & Trust
Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth
in Annex B to the accompanying Proxy Statement, to extend the date on which Continental must liquidate the Trust Account
(the “Trust Account”) established in connection with the IPO if the Company has not completed its initial
business combination, from November 3, 2023 to May 3, 2024 (or such earlier date after November 3, 2023, as determined by the VSAC
Board) (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”),
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a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal and the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal,” which
will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal. |
The
purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow
us additional time to complete our previously announced business combination (the “Business Combination”) with
Newsight Imaging Ltd., a company organized under the laws of the State of Israel (“Newsight”) and Newsight
Merger Sub, a Delaware corporation and wholly owned subsidiary of Newsight (“Merger Sub”). On August 30, 2022,
VSAC entered into a business combination agreement with Newsight and Merger Sub, which was amended by Amendment No. 1 thereto on January
13, 2023 and Amendment No. 2 thereto on January 29, 2023 (as it may be further amended, the “Business Combination Agreement”).
Pursuant to the Business Combination Agreement, Merger Sub will merge with and into VSAC, with VSAC surviving the merger. As a result
of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business
Combination Agreement (the “Transactions”), VSAC will become a wholly owned subsidiary of Newsight, with the
securityholders of VSAC becoming securityholders of Newsight.
Pursuant
to the Existing Company Charter, the Company currently has until November 3, 2023 to complete its initial business combination. While
we and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Business Combination,
including the filing by Newsight on December 8, 2022 of a registration statement on Form F-4 relating to the Business Combination and
Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023, respectively (as it may be further amended,
the “Registration Statement”), the VSAC Board believes that there may not be sufficient time before November
3, 2023 to hold a Special Meeting at which to conduct a vote for the stockholder approvals required in connection with the Business Combination
and consummate the closing of the Business Combination.
If
the Extension Amendment and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period
in which the Company must complete the Initial Business Combination up to six more times, each by an additional one month for an aggregate
of up to six additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit,
on or prior to (i) in the case of the first such extension, the deadline for the Company to consummate a Business Combination prior to
such extension, or the next business day if such deadline is not a business day and (ii) for each subsequent extension, the last day
of the immediately preceding extension for each such extension, or the next business day if such last day is not a business day (each
a “Deadline Date”), into the Trust Fund the lesser of (x) $60,000 or (y) $0.045 per share for each Public Share
outstanding as of the applicable Deadline Date for each such extension.
The
VSAC Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s
stockholders approve the Extension Amendment Proposal and Trust Amendment Proposal to allow for additional time to consummate the business
combination and to reduce the cost to the Sponsor to fund extensions compared to the cost of the extensions that have been made to date.
Without the Extension, the Company believes that the Company will not be able to complete the business combination on or before the Termination
Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate.
Approval
of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extended Deadline. We
will not proceed with the Extended Deadline if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible
assets following approval of the Extension Amendment Proposal and/or the Trust Amendment Proposal.
In
connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including
interest (which interest shall be net of taxes payable), divided by the number of shares of then outstanding Class A common stock included
as part of the units sold in the IPO (the “public shares”), and which election we refer to as the “Redemption
Election.”
A
Redemption Election can be made regardless of whether such public stockholders vote “FOR” or “AGAINST” the Extension
Amendment Proposal and/or the Trust Amendment Proposal and a Redemption Election can also be made by public stockholders who do not vote,
or do not instruct their broker or bank how to vote, at the Special Meeting. Holders of public shares (the “public stockholders”)
may make a Redemption Election regardless of whether such public stockholders were holders as of the record date.
Public
stockholders who do not make the Redemption Election would be entitled to have their shares redeemed for cash if we have not completed
a business combination by the Extended Deadline. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST”
the Extension Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to
vote, at the Special Meeting, if the Extension Amendment is implemented and a public stockholder does not make a Redemption Election,
they will retain the right to vote on any proposed business combination in the future and the right to redeem their public shares at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior
to the consummation of such business combination, including interest (which interest shall be net of taxes payable), divided by the number
of then outstanding public shares, in the event such business combination is completed. We are not asking you to vote on any business
combination at this time.
The
withdrawal of funds from the Trust Account in connection with the Redemption Election will reduce the amount held in the Trust Account
following the Redemption Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $18.0
million that was in the Trust Account as of the record date for the Special Meeting. In such event, we may need to obtain additional
funds to complete any proposed business combination.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by
November 3, 2023, as contemplated by our IPO prospectus and in accordance with the Existing Company Charter, we will (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by
the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board, liquidate and dissolve, subject to our
obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our
winding up. In the event of a liquidation, holders of our Class B common stock (the “Founder Shares”), including
Vision Sensing, LLC (our “Sponsor”), will not receive any monies held in the Trust Account as a result of their
ownership of Founder Shares.
If
the Extension Amendment Proposal is approved, the Company, pursuant to the terms of the Trust Agreement, will (i) remove from the Trust
Account an amount, which we refer to as the “Withdrawal Amount”, equal to the number of public shares properly
redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, and (ii) deliver to the holders of
such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and
be available for use by the Company to complete a business combination on or before the Extended Deadline. Holders of public shares who
do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through
the Extended Deadline if the Extension Amendment Proposal is approved.
Our
board has fixed the close of business on September 21, 2023, as the record date for determining the stockholders entitled to receive
notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the shares of common stock on that date
are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the record date of the Special Meeting,
there were 4,615,208 shares of common stock outstanding, of which 1,612,508 were public shares, 2,530,000 were Founder Shares and 427,700
were Class A common shares underlying the private placement units. The Founder Shares carry voting rights in connection with the Extension
Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor, which holds
all 2,530,000 Founder Shares, that it intends to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and
the Adjournment Proposal.
This
Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.
We will pay for the entire cost of soliciting proxies. We have engaged Laurel Hill Advisory Group LLC (“Laurel Hill”),
to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Laurel Hill a fee of $13,500. We will also reimburse
Laurel Hill for reasonable out-of-pocket expenses and will indemnify Laurel Hill and its affiliates against certain claims, liabilities,
losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person,
by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We
may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
To
exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held
in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting
(or October 18, 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering
your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your
shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order
to exercise your redemption rights.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its
ownership of the 2,530,000 Founder Shares that were issued to the Sponsor prior to our IPO or the 472,700 Private Placement Units that
were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of our IPO. As a consequence,
a liquidating distribution will be made only with respect to the public shares.
If
the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products
sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce
the amount of funds in the Trust Account to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the
extent of any liability for such third party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations.
Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public shares will be redeemed from
cash held in the Trust Account will be approximately $11.01. Nevertheless, the Company cannot assure you that the per share distribution
from the Trust Account, if the Company liquidates, will not be less than $11.01, plus interest, due to unforeseen claims of creditors.
Under
the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made
in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of
our remaining assets to our stockholders. If we are forced to enter an insolvent liquidation, any distributions received by stockholders
could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were
unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some, or
all amounts received by our stockholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or
our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public stockholders
from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for
these reasons.
This
Proxy Statement is dated October 3, 2023 and is first being mailed to stockholders on or about October 4, 2023.
By
Order of the VSAC Board, |
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George
Peter Sobek |
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Chief
Executive Officer |
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QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully the entire document, including the annexes to this Proxy Statement.
Why
am I receiving this Proxy Statement? |
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We
are a blank check company formed under the DGCL on August 13, 2021, for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On November 3, 2021,
we consummated our IPO from which we derived gross proceeds of approximately $101,200,000 in the aggregate and completed the private
sales of 472,700 Private Placement Units from which we derived gross proceeds of $4,727,000. The amount in the Trust Account was
initially $102,718,000 or $10.15 per public share. |
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Like
most blank check companies, the Existing Company Charter provides for the return of our IPO proceeds held in trust to the holders
of Class A common stock sold in our IPO if there is no qualifying business combination(s) consummated on or before a certain date,
which was initially November 3, 2022, which we extended with two 3-month extensions to February 3, 2023, and May 3, 2023, and subsequently
with six 1-month extensions to November 3 when, for each 3-month extension, our Sponsor deposited an additional $1,025,000 into the
Trust Account and for each 1-month extension an additional $72,562.86 into the Trust Account. The VSAC Board believes that it is
in the best interests of the stockholders to continue our existence until the Extended Deadline in order to allow us more time to
complete our initial business combination pursuant to that certain Business Combination Agreement, dated as of August 30, 2022, by
and among us, Newsight, and Merger Sub, as first amended as of January 13, 2023 and as second amended as of January 29, 2023 (the
“Business Combination”). For more information about the Business Combination, see our Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 6, 2022, and our
Current Report on Form 8-K filed with the SEC on January 30, 2023. Also see Newsight’s Form F-4 filed on December 8, 2022,
and Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023, respectively relating to the Business
Combination (as it may be further amended, the “Registration Statement”). |
What
is being voted on? |
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You
are being asked to vote on: |
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a
proposal to amend the Existing Company Charter to extend the date by which we have to consummate a business combination from November
3, 2023 to the Extended Deadline, which is May 3, 2024 by up to six one-month extensions by depositing into the Trust Account the
lesser of (x) $60,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable Deadline Date for each one-month
extension, as specifically set forth in this proxy; |
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a
proposal to amend our Trust Agreement to extend the date on which Continental must liquidate the Trust Account if we have not completed
our initial business combination, from November 3, 2023 to May 3, 2024 (or such earlier date after November 3, 2023 as determined
by the Company’s board of directors); and |
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a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal and the Trust Amendment Proposal. |
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The
Extension Amendment Proposal and the Trust Amendment Proposal are required to extend the date that we have to complete the Business
Combination. The purpose of the Extension Amendment and the Trust Amendment Proposal are both allow the Company more time to complete
the Business Combination. |
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However,
we will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible
assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal. |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension Amendment is implemented, the removal
of the Withdrawal Amount from the Trust Account in connection with the Redemption Election will reduce the amount held in the Trust
Account following the Redemption Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment
Proposal and the Trust Amendment Proposal are approved and the amount remaining in the Trust Account may be only a small fraction
of the approximately $18.0 million that was in the Trust Account as of the record date. In such event, we may need to obtain additional
funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable
to the parties or at all. |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination
by November 3, 2023, as contemplated by our IPO prospectus and in accordance with the Existing Company Charter, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price,
payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including
interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of
then outstanding public shares, which redemption will completely extinguish rights of public stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve
and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other
requirements of applicable law. |
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There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event
of our liquidation. In the event of a liquidation, holders of our Founder Shares and Private Placement Warrants, including our Sponsor,
will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Placement
Units. |
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Why
is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal |
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The
Existing Company Charter provides for the return of the funds held in the Trust Account to the holders of public shares if there
is no qualifying Business Combination consummated on or before November 3, 2023 unless extended under the Existing Company Charter.
The VSAC Board believes that there will not be sufficient time before November 3, 2023 to hold a Special Meeting for stockholder
approval of any proposed Business Combination or to consummate any proposed Business Combination. Accordingly, the VSAC Board believes
that in order to be able to consummate any proposed business combination, we will need to obtain approval of the Extended Deadline
via the Extension Amendment Proposal. |
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The
purpose of the Extension Amendment Proposal and Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow
us additional time to complete a business combination and to potentially reduce the cost to our Sponsor to fund extensions. There
is no assurance that the Company will be able to consummate the Business Combination, given the actions that must occur prior to
closing of the Business Combination |
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Accordingly,
our board is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to amend the Existing Company Charter in
the form set forth in Annex A hereto and to amend the Trust Agreement in the form set forth in Annex B hereto, respectively,
to extend the date by which we must (i) consummate a business combination; or (ii) if we fail to consummate a business combination,
(A) cease all operations except for the purpose of winding up, (B) redeem all of the Company’s public shares and (C) liquidate
and dissolve, and our board is proposing the Trust Amendment Proposal to amend the Trust Agreement in the form set forth in Annex
B to extend the date on which Continental must liquidate the Trust Account established in connection with our IPO if we have
not completed a business combination, from November 3, 2023 to May 3, 2024 (or such earlier date after November 3, 2023 as determined
by the Company’s board of directors). |
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If
the Extension Amendment Proposal and Trust Amendment Proposal are not approved by the Company’s stockholders, the Company may
put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If
the Adjournment Proposal is not approved by the Company’s stockholders, the VSAC Board may not be able to adjourn the Special
Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval
of the Extension Amendment Proposal. |
Why
should I vote “FOR” the Extension Amendment Proposal? |
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The
VSAC Board believes that our stockholders will benefit from the consummation of the Business Combination and is proposing the Extension
Amendment Proposal to extend the date to complete the Business Combination until the Extended Deadline to give us additional time
to complete the Business Combination. |
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The
VSAC Board has determined that it is in the best interests of our stockholders to approve the Extension Amendment Proposal and, if
necessary, the Adjournment Proposal, to allow for additional time to consummate the Business Combination. While we are using our
best efforts to complete the Business Combination as soon as practicable, the VSAC Board believes that there will not be sufficient
time before the Termination Date to complete the Business Combination. Accordingly, the VSAC Board believes that in order to be able
to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the VSAC Board believes that
there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before
November 3, 2023. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate
even if our stockholders are otherwise in favor of consummating the Business Combination. |
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If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business
Combination as soon as possible and in any event on or before the Extended Deadline. |
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Without
the Extension, we cannot obtain an extension by any other means because we have already requested and received the six 1-month extensions
to the Termination Date made available under the Existing Company Charter. The cost of each such 1-month extension was $72,562.86
or approximately $0.045 per month per public share for the 1,612,508 public shares. |
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The
Company believes that given its expenditure of time, effort and money on the Business Combination, circumstances warrant providing
public stockholders an opportunity to consider the Business Combination. Accordingly, the VSAC Board is proposing the Extension Amendment
Proposal to amend the Existing Company Charter in the form set forth in Annex A hereto to extend the date by which we must
(i) consummate a business combination, or (ii) cease our operations if we fail to complete such business combination, and redeem
or repurchase 100% of the shares of our Class A common stock included as part of the units sold in our IPO from November 3, 2023
to up to May 3, 2024, through six one-month extensions, as specifically provided herein with respect to the Extension. |
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You
are not being asked to vote on the Business Combination at this time. If the Extension Amendment is implemented and you do not elect
to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination,
you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination
by the Extended Deadline. |
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If
the Extension Amendment Proposal is not approved, we may put the Adjournment Proposal to a vote in order to seek additional time
to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved, the VSAC Board may not be able
to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal. |
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We
believe that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public
stockholders an opportunity to consider the Business Combination and that it is in the best interests of our stockholders that we
obtain the Extension. The VSAC Board believes the Business Combination will provide significant benefits to our stockholders. For
more information about the Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
(the “SEC”) on September 6, 2022, and our Current Report on Form 8-K filed with the SEC on January 30,
2023. Also see Newsight’s Form F-4 filed on December 8, 2022, and Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February
13, 2023 and March 27, 2023, respectively (as it may be further amended, relating to the Business Combination (as it may be further
amended, the “Registration Statement”). |
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The
VSAC Board recommends that you vote in favor of the Extension Amendment Proposal |
Why
should I vote “FOR” the Trust Amendment Proposal? |
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As
discuss above, the VSAC Board has determined that it is in the best interests of our stockholders to approve the Trust Amendment
Proposal and, if necessary, the Adjournment Proposal, to allow for additional time to consummate the Business Combination. While
we are using our best efforts to complete the Business Combination as soon as practicable, the VSAC Board believes that there will
not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the VSAC Board believes that
in order to be able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the VSAC
Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination
on or before November 3, 2023. If that were to occur, we would be precluded from completing the Business Combination and would be
forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination. |
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Whether
a holder of public shares votes in favor of or against the Extension Amendment Proposal or the Trust Amendment Proposal, if such
proposals are approved, the holder may, but is not required to, redeem all or a portion of its public shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay income taxes, if any, divided by the number of then outstanding
public shares. We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001
of net tangible assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal. |
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If
holders of public shares do not elect to redeem their public shares, such holders will retain redemption rights in connection with
the Business Combination. Assuming the Extension Amendment Proposal is approved, we will have until the Extended Deadline to complete
our business combination. |
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The
VSAC Board recommends that you vote in favor of the Trust Amendment Proposal. |
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Why
should I vote “FOR” the Adjournment Proposal? |
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If
the Adjournment Proposal is not approved by VSAC’s stockholders, the VSAC Board may not be able to adjourn the Special Meeting
to a later date or dates in the event that there are insufficient shares represented (either in person (via live webcast) or by proxy)
to constitute a quorum necessary to conduct business at the Special Meeting or at the time of the Special Meeting to approve the
Extension Amendment Proposal. |
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The
Existing Company Charter provides that if our stockholders approve an amendment to the Existing Company Charter with respect to (A)
the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination before
November 3, 2023, or (B) any other provision relating to stockholders’ rights or initial business combination activity, VSAC
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. |
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We
believe that this provision of the Existing Company Charter was included to protect our public stockholders from having to sustain
their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated
by the Existing Company Charter. |
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The
VSAC Board believes, however, that given our expenditure of time, effort and money on the proposed Business Combination with Newsight,
circumstances warrant providing those who believe a proposed business combination is an attractive investment with an opportunity
to consider such transaction, inasmuch as we are also affording stockholders who wish to redeem their public shares the opportunity
to do so, as required under the Existing Company Charter. If you do not elect to redeem your public shares, you will retain the right
to vote on any business combination in the future and the right to redeem your public shares in connection with such business combination. |
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Our
board recommends that you vote in favor of the Adjournment Proposal should this be put to your vote. |
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When
would the VSAC Board Abandon the Extension Proposal And the Trust Amendment Proposal? . |
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We
intend to hold the Special Meeting to approve the Extension Amendment and Trust Amendment and only if the VSAC Board has determined
as of the time of the Special Meeting that we may not be able to complete the Business Combination on or before November 3, 2023.
If we complete the Business Combination on or before November 3, 2023, we will not implement the Extension. Additionally, the VSAC
Board will abandon the Extension Amendment and Trust Amendment if our stockholders do not approve the Extension Amendment Proposal
and Trust Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal and Trust Amendment Proposal,
the VSAC Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without
any further action by our stockholders, subject to the terms of the Business Combination Agreement. In addition, we will not proceed
with the Extension if the number of redemptions or repurchases of our public shares causes us to have less than $5,000,001 of net
tangible assets following approval of the Extension Amendment Proposal and Trust Amendment Proposal. |
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How
do the Company insiders intend to vote their shares? |
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Currently,
our Sponsor and our officers and directors own approximately 65.1% of our issued and outstanding shares, including 2,530,000 Founder
Shares and 472,700 Class A common shares included in the Private Placement Units. |
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The
Founder Shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal, and we have been informed by our Sponsor and our officers and directors that it intends to vote in favor of the Extension
Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. |
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Our
Sponsor, directors and officers do not intend to purchase our shares in the open market or in privately negotiated transactions in
connection with the stockholder vote on the Extension Amendment and/or the Trust Amendment. |
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Our
Sponsor, our directors and officers, Newsight, Newsight’s directors and officers, or any of their respective affiliates, may
purchase public shares in privately negotiated transactions or in the open market prior to or following the Special Meeting, although
they are under no obligation to do so. Such public shares would be (a) purchased at a price no higher than the redemption price for
the public shares, which is currently estimated to be $11.01 per share and (b) would not be (i) voted by the initial stockholders
or their respective affiliates at the Special Meeting and (ii) redeemable by the initial stockholders or their respective affiliates.
Any such purchases that are completed after the record date for the Special Meeting may include an agreement with a selling stockholder
that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension
Amendment and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases
and other transactions would be to increase the likelihood that the proposals to be voted upon at the Special Meeting are approved
by the requisite number of votes and to reduce the number of public shares that are redeemed. In the event that such purchases do
occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment
and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at
purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any public shares held by or
subsequently purchased by our affiliates may be voted in favor of the Extension Amendment. None of our Sponsor, our directors and
officers, Newsight, Newsight’s directors and officers, or any of their respective affiliates may make any such purchases when
they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation
M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
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What
vote is required to adopt the Extension Amendment Proposal? |
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The
approval of the Extension Amendment Proposal requires adoption of a resolution under the DGCL by the affirmative vote of the holders
of at least 65% of the total issued and outstanding shares of the Company’s common stock. |
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What
vote is required to adopt the Trust Amendment Proposal? |
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The
approval of the Trust Amendment Proposal requires adoption of a resolution by the affirmative vote of holders of at least 65% of
the total issued and outstanding shares of the Company common stock as required pursuant to the provisions of the Trust Agreement. |
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What
vote is required to approve the Adjournment Proposal? |
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The
approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the then issued and outstanding
shares of the common stock of the Company who, being present and entitled to vote at the Special Meeting, vote on the Adjournment
Proposal at the Special Meeting. |
What
if I don’t want to vote “FOR” the Extension Amendment Proposal? |
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If
you do not want the Extension Amendment Proposal to be approved, you must abstain, not vote or vote “AGAINST” such proposal.
You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension
Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account
in connection with the Extension Amendment. If the Extension Amendment Proposal is approved, and the Extension Amendment is implemented,
then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. |
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What
if I don’t want to vote “FOR” the Trust Amendment Proposal? |
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If
you do not want the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal.
You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Trust Amendment
Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in
connection with the Trust Amendment. If the Trust Amendment Proposal is approved, and the Extension Amendment is implemented, then
the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders. |
What
happens if the Extension Amendment Proposal is not approved? |
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If
the Extension Amendment Proposal is not approved and we have not consummated an initial business combination by the Termination Date,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter subject to lawfully available funds therefor, redeem 100% of our public shares in consideration of a
per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust
Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B)
the total number of then outstanding public shares, which redemption will completely extinguish rights of public stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders and the VSAC Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors
and other requirements of applicable law. |
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There
will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up. |
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In
the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account as a result
of their ownership of the Founder Shares or Private Placement Units. |
What
happens if the Trust Amendment Proposal is not Approved? |
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If
the Trust Amendment Proposal is not approved and we do not consummate a business combination by November 3, 2023, as contemplated
by our IPO prospectus and in accordance with the Existing Company Charter, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of our public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained
by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000
of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will
completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s
obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. |
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If
the Extension Amendment Proposal is approved, what happens next? |
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If
the Extension Amendment Proposal is approved by the requisite number of votes, the amendments to the Existing Company Charter that
are set forth in Annex A hereto will become effective. We will remain a reporting company under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and our units, public shares and warrants will remain publicly
traded. |
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If
the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount
remaining in the Trust Account and increase the percentage interest of our shares held by our Sponsor as a result of its ownership
of the Founder Shares and Private Placement Units. |
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If
the Extension Amendment Proposal is approved, we will continue to attempt to consummate an initial business combination until the
Extended Deadline. We expect to seek stockholder approval of the Business Combination. If stockholders approve the Business Combination,
we expect to consummate the Business Combination as soon as possible following such stockholder approval. Because we have only
a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to obtain any
required regulatory approvals in connection with the Business Combination within the requisite time period may require us to liquidate.
If we liquidate, our public stockholders may only receive $11.01 per share, and our warrants will expire worthless. This
will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on
your investment through any price appreciation in the combined company. |
If
the Trust Amendment Proposal is approved, what happens next? |
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If
the Trust Amendment Proposal is approved, we will continue to seek approval of the Extension Amendment Proposal in order
to consummate an initial business combination by the Extended Deadline. If we receive approval of the Extension Amendment Proposal
as well, we will amend our Trust Agreement in accordance with this proxy to reflect the terms of the Trust Amendment Proposal and
the Extension Amendment Proposal. We expect to seek stockholder approval of the Business Combination. If stockholders approve the
Business Combination, we expect to consummate the Business Combination as soon as possible following such stockholder approval. |
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What
happens to the Company’s warrants if the Extension Amendment Proposal is not Approved? |
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If
the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by the Termination Date, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share
price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account,
including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total
number of then outstanding public shares, which redemption will completely extinguish rights of public stockholders (including the
right to receive further liquidating distributions, if any), subject to applicable law, and as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve
and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other
requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire
worthless in the event of our winding up. |
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What
happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved? |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions
previously applicable to us and continue to attempt to consummate a business combination until the Extended Deadline. The public
warrants will remain outstanding and will not become exercisable until the later of 30 days after the completion of our initial business
combination and 12 months from the closing of our IPO, provided we have an effective registration statement under the Securities
Act covering the shares of the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them
is available (or we permit holders to exercise warrants on a cashless basis). |
If
I do not exercise my redemption rights now, can I exercise my redemption rights in connection with any future initial Business combination? |
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Yes.
If you do not exercise your redemption rights now, you retain the right to exercise your redemption rights in connection with any
future proposed business combination, subject to any limitations set forth in the Existing Company Charter. |
Am
I able to exercise my redemption rights in connection with our initial business combination? |
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If
you were a holder of shares of the Class A common stock as of the close of business on any record date for a future meeting to seek
stockholder approval of our initial business combination, you will be able to vote on our initial business combination. The Special
Meeting relating to the Extension Amendment Proposal and the Trust Amendment Proposal does not affect your right to elect to redeem
your public shares in connection with the Business Combination, subject to any limitations set forth in the Existing Company Charter.
If you do not approve of the Business Combination, you will retain your right to redeem your public shares upon consummation of the
Business Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set
forth in the Existing Company Charter. |
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How
do I attend the meeting? |
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The
Special Meeting will be conducted via a live webcast at https://www.cstproxy.com/visionsensing/sm2023.
To access the virtual online Special Meeting, you will need your 12-digit control number
to vote electronically at the Special Meeting. The accompanying proxy statement (the “Proxy
Statement”) is dated October 3, 2023, and is first being mailed to stockholders
of the Company on or about October 4, 2023.
If
you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address
below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a
legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated.
Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
Stockholders
will also have the option to listen to the Special Meeting by telephone by calling: |
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Within
the U.S. and Canada: +1 800-450-7155 (toll-free) |
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Outside
of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
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The
passcode for telephone access is: 0495498#. |
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You
will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein. |
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How
do I change or revoke my vote? |
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You
may change your vote by e-mailing a later-dated, signed proxy card to vsac@LaurelHill.com so that it is received by us prior to the
Special Meeting or by attending the Special Meeting online and voting. You also may revoke your proxy by sending a notice of revocation
to us, which must be received by us prior to the Special Meeting. |
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Please
note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm,
custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting
and vote at the Special Meeting online, you must bring to the Special Meeting a legal proxy from the broker, bank or other nominee
holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares. |
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How
are votes counted? |
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Votes
will be counted by the inspector of election appointed for the Special Meeting, who will
separately count “FOR” and “AGAINST” votes, abstentions and broker
non-votes.
Abstentions
and broker non-voted will count as shares present for purposes of determining whether a quorum is present but will not count as votes
cast at the Special Meeting.
Approval
of the Extension Amendment Proposal and the Trust Amendment Proposal each requires the affirmative vote of the holders of at least
65% of the then issued and outstanding shares of common stock of the Company. Abstentions and broker non-votes will count as votes
AGAINST the Extension Amendment Proposal and the Trust Amendment Proposal.
Approval
of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast thereon at the Special Meeting. Abstentions
and broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal. |
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If
my shares are held in “street name,” will my broker automatically vote them for me? |
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No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street
name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included
on that form regarding how to instruct your broker to vote your shares. |
What
is a quorum requirement? |
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A
quorum of our stockholders is necessary to hold a valid Special Meeting. A quorum will be
present at the Special Meeting if the holders of a majority of the issued and outstanding
shares entitled to vote at the Special Meeting are represented in person (via live webcast)
or by proxy.
As
of the record date for the Special Meeting, the holders of at least 2,307,695 shares would be required to achieve a quorum.
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Your
shares will be counted towards the quorum if you appear in person (via live webcast) or if you submit a valid proxy (or one is submitted
on your behalf by your broker, bank or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards
the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. In the
absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. |
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Who
can vote at the Special Meeting? |
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Only
holders of record of our shares at the close of business on the records date, September 21,
2023, are entitled to have their vote counted at the Special Meeting and any adjournments
or postponements thereof. As of the record date, 4,615,208 of our shares were outstanding
and entitled to vote.
Stockholder
of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer
agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may
vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting online, we urge you to
fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but
rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend
the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting
unless you request and obtain a valid proxy from your broker or other agent. |
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Does
the VSAC Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal? |
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Yes.
After careful consideration of the terms and conditions of these proposals, the VSAC Board has determined that the Extension Amendment,
the Trust Amendment and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The
VSAC Board recommends that our stockholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal
and the Adjournment Proposal. |
What
interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
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Our
Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as
a stockholder. These interests include: |
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(1) |
Our
Sponsor and our directors and officer own 2,530,000 Founder Shares (purchased for $25,000) |
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(2) |
Our
Sponsor owns 472,700 Private Placement Units (purchased for $4,727,000), which include warrants that may become exercisable in the
future if a business combination is consummated but would expire worthless if a business combination is not consummated. |
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(3) |
Our
Sponsor extended to us a line of credit of up to $1,000,000 pursuant to a Convertible Promissory Note dated August 9, 2022 (the “Sponsor
Working Capital Loan”), which is to either be repaid upon the consummation of a business combination, without interest,
or, at the Sponsor’s discretion, up converted upon consummation of a business combination into additional Private Placement
Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, we may use a portion of proceeds held
outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to
repay the Sponsor Working Capital Loans. As of June 30, 2023, the amount under the Sponsor Working Capital Loan was $463,800. |
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(4)
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On
October 28, 2022, we extended the date by which the Company has to consummate a business
combination from November 3, 2022 to February 3, 2023 (the “First Extension”).
On February 3, 2023, we again extended the date by which the Company has to consummate a
business combination from February 3, 2023 to May 3, 2023 (the “Second Extension”).
The First Extension and the Second Extension were the two three-month extensions permitted
under the original Company Charter prior to the First Amendment thereto. In connection with
the First Extension, the Sponsor deposited an aggregate of $1,012,000 (representing $0.10
per public share) into the Trust Account on October 28, 2022 and we issued to our sponsor
a non-interest bearing, unsecured promissory note in that amount. In connection with the
Second Extension, the Sponsor deposited an aggregate of $1,012,000 (representing $0.10 per
public share) into the Trust Account on February 2, 2023 and we issued to our sponsor a non-interest
bearing, unsecured promissory note in that amount. In the event that a Business Combination
does not close, we may use a portion of proceeds held outside the Trust Account to repay
this loan, but no proceeds held in the Trust Account would be used to repay this loan.
On
May 1, 2023, pursuant to a special meeting, we amended our charter, and in accordance with the amendment, we subsequently extended
the date by which the Company has to consummate a business combination from May 3, 20223 to November 3, 2023, through six one-month
extensions (the “Monthly Extensions”). In connection with the Monthly Extensions, the Sponsor deposited
f $72,562.86 (representing $0.045 per public share) into the Trust Account for each such extension and we issued to our sponsor a
non-interest bearing, unsecured promissory note in that amount (for an aggregate amount of deposits and corresponding notes of $435,377.16).
In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay
this loan, but no proceeds held in the Trust Account would be used to repay this loan.
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(5) |
In
connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $1 million of bridge
financing to fund Newsight’s transaction expenses in certain circumstances and subject to certain conditions in respect of
the amount of funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight, the CEO of a subsidiary
of Newsight and an indirect beneficial owner of 7.39% of Newsight’s outstanding shares, agreed to loan such funds to us on
substantially identical terms in order to fund our obligation to make advances to Newsight. On November 4, 2022, Dr. So advanced
$1,000,000 to us, which we in turn advanced to Newsight. In the event that a Business Combination does not close, we may use a portion
of proceeds held outside the Trust Account to repay the bridge loan from Dr. So, but no proceeds held in the Trust Account would
be used to repay our bridge loan from Dr. So. |
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(6)
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Following
consummation of an initial business combination, our Sponsor, our officers and directors
and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying and investigating potential
target businesses and performing due diligence and completing one or more suitable business
combinations as well as be repaid for any loans to the Company and be paid under the administrative
support agreement entered into between the Company and the Sponsor contemporaneously with
the closing of our IPO.
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(7) |
If
the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required
time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.15
per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective
target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or
products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access
to the Trust Account. |
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(8) |
Certain
of our directors and executive officers may continue to be directors and officers of Newsight or any acquired business after the
consummation of an initial business combination. As such, in the future they will receive any cash fees, stock options or stock awards
that a post- business combination board of directors determines to pay to its directors and officers if they continue as directors
and officers following such business combination. |
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(9) |
None
of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members
of the VSAC Board are expected to continue to serve as directors at least through the date of the Special Meeting to vote on a proposed
business combination and may even continue to serve following any potential business combination and receive compensation thereafter. |
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See
the section entitled “The Special Meeting — Interests of our Sponsor, Directors and Officers.” |
Do
I have appraisal rights if I object to the Extension Amendment Proposal and/or the Trust Amendment Proposal? |
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Our
stockholders do not have appraisal rights in connection with the Extension Amendment Proposal and/or the Trust Amendment Proposal
under the DGCL. |
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What
do I need to do now? |
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We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider
how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy card. |
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How
do I vote? |
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If
you are a holder of record of our shares, you will be able to attend the Special Meeting online, vote and submit your questions during
the Special Meeting by visiting |
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https://www.cstproxy.com/visionsensing/sm2023.
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To
access the virtual online Special Meeting, you will need your 12-digit control number to vote electronically at the Special Meeting.
Whether or not you plan to attend the Special Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may
submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage
paid envelope. You may still attend the Special Meeting and vote online if you have already voted by proxy. |
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How
do I redeem my shares of Class A common stock? |
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Each
of our public stockholders who are not founders, officers or directors may submit an election that, if the Extension Amendment is
implemented, such public stockholder elects to redeem all or a portion of such public stockholder’s public shares upon such
approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. You will also
be able to redeem your public shares in connection with any business combination, or if we have not consummated a business combination
by the Extended Deadline. |
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Based upon the amount in the Trust Account as of the
record date for the Special Meeting, which was approximately $18.0 million, and after expected withdrawals of approximately $243,400
to pay estimated U.S. federal income taxes and Delaware franchise taxes, we anticipate that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $11.01 at the time of the Special Meeting. |
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In
order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on October
18, 2023 (two business days before the Special Meeting) tender your shares physically or
electronically and submit a request in writing that we redeem your public shares for cash
to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
Continental
Stock Transfer & Trust Company
1
State Street Plaza, 30th Floor
New
York, New York 10004-1561
Attn:
SPAC Redemptions
E-mail:
spacredemptions@continentalstock.com
The
redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal
name, phone number and address to Continental Stock Transfer & Trust Company in order to validly redeem its shares. |
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What
should I do if I receive more than one set of voting materials? |
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You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Company shares. |
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Who
is paying for this proxy solicitation? |
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We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group LLC to assist
in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor a fee of $13,500. We will also
reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against
certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers
may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional
compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy
materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial
business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate
an initial business combination. |
Who
can help answer my Questions? |
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If
you have questions about the proposals or if you need additional copies of the Proxy Statement
or the enclosed proxy card you should contact our proxy solicitor by calling 855-414-2266
or send an email to vsac@laurelhill.com.
If
you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, New York 10004-1561
Attention:
SPAC Redemptions
E-mail:
spacredemptions@continentalstock.com
You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information.” |
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect
to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements
and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can
identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words or phrases.
While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. The forward-looking
statements contained in this proxy statement reflect our current views about future events and are subject to numerous known and unknown
risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed
in any forward-looking statement.
We
do not guarantee that the transactions and events described will happen as described (or that they will happen at all).
The
following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated
in the forward-looking statements:
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our
ability to effect the Extension Amendment Proposal and the Trust Amendment Proposal; |
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our
ability to finance or consummate a business combination, including the proposed business combination with Newsight; |
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our
ability to complete our initial business combination; |
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the
anticipated benefits of our initial business combination; |
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the
volatility of the market price and liquidity of our securities; |
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the
use of funds not held in the Trust Account; |
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unanticipated
delays in the distribution of the funds from the Trust Account; |
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our
financial performance; |
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our
executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with our
business or in approving a business combination, as a result of which they would then receive expense reimbursements or other benefits; |
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claims
by third parties against the Trust Account; or |
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the
competitive environment in which our successor will operate following our initial business combination. |
You
should carefully consider these risks, in addition to the risk factors set forth in the section entitled “Risk Factors”
in our other filings with the SEC, including the final prospectus on Form 424(b)(4) filed with the SEC related to the IPO dated November
1, 2021 (File No. 333- 258766), the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March
24, 2023 and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2023 filed on May 15, 2023 and
for the fiscal quarter ended June 30, 2023 filed on August 28, 2023. You should not place undue reliance on any forward-looking statements,
which are based only on information currently available to us (or to third parties making the forward-looking statements). The documents
we file with the SEC, including those referred to above, discuss some of the risks that could cause actual results to differ from those
contained or implied in the forward-looking statements. See “Where You Can Find More Information” for additional information
about our filings.
RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed
on March 24, 2023 and our Quarterly Reports on Form 10Q for the fiscal quarter ended March 31, 2023 filed on May 15, 2023 and the fiscal
quarter ended June 30, 2023 filed on August 28, 2023, and in the other reports we file with the SEC before making a decision on how to
vote on the proposals at the Special Meeting. Furthermore, if any of the following events occur, our business, financial condition and
operating results may be materially adversely affected, or we could face liquidation. In that event, the trading price of our securities
could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings
and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are
not material, may also become important factors that adversely affect our business, financial condition and operating results or result
in our liquidation.
There
are no assurances that the Extension will enable us to complete a business combination.
Approving
the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that our initial business
combination will be consummated prior to the Extended Deadline. Our ability to consummate any business combination is dependent on a
variety of factors, many of which are beyond our control. If the Extension is approved, the Company expects to seek stockholder approval
of our initial business combination with Newsight following the SEC declaring the Registration Statement effective, which includes our
preliminary proxy statement/prospectus for our initial business combination. The Registration Statement has not been declared effective
by the SEC, and the Company cannot complete the Business Combination unless the Registration Statement is declared effective. As of the
date of this Proxy Statement, the Company cannot estimate when, or if, the SEC will declare the Registration Statement effective.
We
are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required
to offer stockholders redemption rights again in connection with any stockholder vote to approve the Business Combination. Even if the
Extension or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient
cash to consummate the Business Combination on commercially acceptable terms, or at all.
Furthermore,
under the terms of the Business Combination Agreement, the Company is required to seek to enter into and consummate subscription agreements
with investors relating to a private equity investment and/or backstop arrangements in connection with the transactions (the “PIPE
Investment”) contemplated under the proposed Business combination. However, a PIPE Investment is not a condition of closing
the Business Combination and thus there is no assurance that a PIPE Investment will occur. Moreover, there is no assurance after any
redemptions occur that the Company will be left with sufficient cash to consummate our initial business combination on commercially acceptable
terms, or at all.
The
fact that we will have separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate
these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment
except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders
will be able to dispose of our shares at favorable prices, or at all.
Regulatory
delays could cause us to be unable to consummate the Business Combination.
We
are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination besides the
SEC declaring the Company’s Registration Statement effective. It is presently contemplated that if any such additional regulatory
approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional
approvals or actions will be obtained.
Because
we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to
obtain any required regulatory approvals in connection with the Business Combination or to resolve the above-mentioned investigations
within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $11.01
per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target
company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
We
may be deemed a “foreign person” under U.S. foreign investment regulations which might impose conditions on the consummation
of the Business Combination and our failure to obtain any required approvals within the requisite time period may require us to liquidate.
The
Company’s Sponsor is Vision Sensing LLC, a Delaware limited liability company. The sponsor currently beneficially owns 3,001,700
shares of our common stock (472,700 shares of Class A Common Stock and 2,530,000 shares of Class B Common Stock). The Sponsor is controlled
by one or more non-U.S. persons. While we do believe that our Sponsor may constitute a “foreign person” under rules and regulations
of the Committee on Foreign Investment in the United States (“CFIUS”), we do not believe any initial business combination
between the Company and a target company would be subject to CFIUS review in view of the asset class in which we seek to complete a business
combination.
If,
however, our future business combination does fall within the scope of applicable foreign ownership restrictions, we may be unable to
consummate the business combination so we may be required to seek other potential targets. The pool of potential targets with which we
could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of
any government review, whether by CFIUS or otherwise, could be lengthy, which could delay our ability to close our initial business combination
within the requisite time period, which means we may be required to liquidate. We could make a mandatory filing or determine to submit
a voluntary notice to CFIUS, or to proceed with the business combination without notifying CFIUS and risk CFIUS intervention, before
or after closing the business combination.
Investments
that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign
investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include
Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the
regulations at 31 C.F.R. Parts 800 and 802, as amended, administered by CFIUS.
Whether
CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of
the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved.
For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in
each case, as such terms are defined in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation,
which was fully implemented through regulations that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments
that do not result in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance
rights in a U.S. business that has a nexus to “critical technologies,” “covered investment critical infrastructure,”
and/or “sensitive personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).
Any
business combination in which we engage may be subject to notification requirements and review by CFIUS or another U.S. governmental
agency, and while we do not believe that notification to CFIUS regarding the Business Combination is required, there can be no assurance
that CFIUS or another U.S. governmental agency will not choose to review the Business Combination. Any review and approval of an investment
or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS
policies and agency practices are rapidly evolving, and, in the event that CFIUS reviews a business combination or one or more proposed
or existing investments by investors, there can be no assurance that such investors will be able to maintain, or proceed with, such investments
on terms acceptable to the parties to the transaction or such investors. Among other things, CFIUS could seek to impose limitations or
restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing VSAC common stock, limits
on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things).
If
CFIUS elects to review a business combination, the time necessary to complete such review of the business combination or a decision by
CFIUS to prohibit the business combination could prevent us from completing our initial business combination prior to the then applicable
Extended Deadline. If we are not able to consummate a business combination by the applicable Extended Deadline, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve
and liquidate, subject in each case to obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. In addition, if we fail to complete an initial business combination by the applicable Extended Deadline, there will be
no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless.
The
SEC issued proposed rules to regulate special purpose acquisition companies that, if adopted, may increase our costs and the time needed
to complete our initial business combination.
With
respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30,
2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures
in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements
applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business
combination transactions; the potential liability of certain participants in proposed business combination transactions; and to the extent
to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company
Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they
satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted,
whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial
business combination, and may constrain the circumstances under which we could complete an initial business combination.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities
so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination
and instead to liquidate the Company.
As
further described above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction.
Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). The company
would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration
Statement.
Because
the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company
Act to a SPAC, including a company like ours, that may not complete its business combination within 12 months after the effective date
of the IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered
investment company.
If
we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition,
we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation
as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance
with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we
have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company,
we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.
To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time,
instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash
until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation
of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would
reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
The
funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity
of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions
under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company
(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment
Company Act, we may, at any time, and we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration
Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S.
government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account
in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation,
we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the
funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result,
any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would
reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
In
addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment
company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market
funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered
an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our
discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold
all funds in the Trust Account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption
or liquidation of the Company, which is consistent with the Extended Deadline sought hereunder to May 3, 2024 by up to six (6) one-month
extension elections, as specifically provided herein.
Since
the Sponsor and our directors and officers will lose their entire investment in the Company if an initial business combination is not
completed, they may have a conflict of interest in the approval of the proposals at the Special Meeting.
There
will be no distribution from the Trust Account with respect to the Company’s Founder Shares or Private Placement Units or their
respective underlying warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor
and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the 2,530,000
Founder Shares that were issued to the Sponsor prior to our IPO and the 472,700 Private Placement Units that were purchased by the Sponsor
in a private placement which occurred simultaneously with the completion of our IPO. Such persons have waived their rights to liquidating
distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial
business combination is not consummated. Additionally, such persons can earn a positive rate of return after an initial business combination,
even if other holders of our shares experience a negative rate of return, due to the Sponsor having initially purchased the Founder Shares
for an aggregate of $25,000. The personal and financial interests of our Sponsor and our directors and officers may have influenced their
motivation in identifying and selecting Newsight for its target business combination and consummating the Business Combination in order
to close the Business Combination and therefore may have interests different from, or in addition to, your interests as a stockholder
in connection with the proposals at the Special Meeting.
Our
Sponsor extended to us the Sponsor Working Capital Loan, which is a line of credit of up to $1,000,000 pursuant to a Convertible Promissory
Note dated August 9, 2022 to either be repaid upon the consummation of a business combination, without interest, or, at the Sponsor’s
discretion, up converted upon consummation of a business combination into additional Private Placement Units at a price of $10.00 per
Unit. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay
the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans.
As of June 30, 2023, the amount under the Sponsor Working Capital Loan was $463,800.
On
October 28, 2022, we extended the date by which the Company has to consummate a business combination from November 3, 2022 to February
3, 2023 (the “First Extension”). On February 3, 2023, we again extended the date by which the Company has to
consummate a business combination from February 3, 2023 to May 3, 2023 (the “Second Extension”). The First
Extension and the Second Extension were the two three-month extensions permitted under the original Company Charter prior to the First
Amendment thereto. In connection with the First Extension, the Sponsor deposited an aggregate of $1,012,000 (representing $0.10 per public
share) into the Trust Account on October 28, 2022 and we issued to our sponsor a non-interest bearing, unsecured promissory note in that
amount. In connection with the Second Extension, the Sponsor deposited an aggregate of $1,012,000 (representing $0.10 per public share)
into the Trust Account on February 2, 2023 and we issued to our sponsor a non-interest bearing, unsecured promissory note in that amount.
In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay this
loan, but no proceeds held in the Trust Account would be used to repay this loan.
On
May 1, 2023, pursuant to a special meeting, we amended our charter, and in accordance wit the charter amendment, we subsequently extended
the date by which the Company has to consummate a business combination from May 3, 20223 to November 3, 2023, six one-month extensions
(the “Monthly Extensions”). In connection with the Monthly Extensions, the Sponsor deposited $72,562.86 (representing
$0.045 per public share) into the Trust Account for each such extension and we issued to our sponsor a non-interest bearing, unsecured
promissory note in that amount (for an aggregate amount of deposits and corresponding amount of notes of $435,377.16). In the event that
a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds
held in the Trust Account would be used to repay this loan.
In
connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $1 million of bridge financing
to fund Newsight’s transaction expenses in certain circumstances and subject to certain conditions in respect of the amount of
funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight, the CEO of a subsidiary of Newsight
and an indirect beneficial owner of 7.39% of Newsight’s outstanding shares, agreed to loan such funds to us on substantially identical
terms in order to fund our obligation to make advances to Newsight. On November 4, 2022, Dr. So advanced $1,000,000 to us, which we in
turn advanced to Newsight. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the
Trust Account to repay the bridge loan from Dr. So, but no proceeds held in the Trust Account would be used to repay our bridge loan
from Dr. So.
The
success of the Business Combination depends in part on Newsight’s ability to retain its key customers.
While
Newsight believes there will be sufficient demand for its services, its historical revenue in absolute dollars is extremely low and its
success will depend in part on its ability to maintain its recent relatively high growth rate in future years and garner market acceptance
of its services. Newsight has several key customers, which in aggregate accounted for 67% of Newsight’s revenues in 2020 and 2021.
Newsight is therefore dependent on these customers in respect of current revenues, such that, should Newsight’s business with any
of these customers be discontinued, or significantly decrease, or if any these customers face liquidity issues, a significant deterioration
of Newsight’s results of operations over the short to medium term may occur. The loss of, or reduction in sales to any of Newsight’s
other customers to which Newsight sells a significant amount of their products or any material adverse change in the financial condition
of such customers would negatively affect Newsight’s revenues and decrease Newsight’s earnings.
The
completion of the Business Combination is subject to a number of important conditions, and the Business Combination Agreement may be
terminated before the completion of the Business Combination in accordance with its terms. As a result, there is no assurance that the
Business Combination will be completed.
The
completion of the Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditions set
forth in the Business Combination Agreement, including the approval of the Business Combination by the VSAC stockholders, the approval
of the listing of the combined entity’s shares on Nasdaq, and several other customary closing conditions. If these conditions are
not satisfied or, if the Business Combination Agreement is otherwise terminated by either party, we are unlikely to find another target
for a business combination before the Extended Deadline.
We
have incurred and expect to continue to incur significant costs associated with the Business Combination. Whether or not the Business
Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes
by us if the Business Combination is not completed.
Newsight
and we expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public
company following the closing of the Business Combination. Newsight and we may also incur additional costs to retain key employees. Certain
transaction expenses incurred in connection with the Business Combination Agreement, including all legal, accounting, consulting, investment
banking and other fees, expenses and costs, will be paid by the combined company at or following the closing of the Business Combination.
Even if the Business Combination is not completed, we expect to incur an aggregate of approximately $8 million in expenses. These expenses
will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved then we must cease operations and the Business Combination
will fail because we have exhausted all extensions made available under the Existing Company Charter.
Without
the Extension, we cannot obtain an extension by any other means because we have already requested and received the six 1-month extensions
to the Termination Date made available under the Existing Company Charter. The cost of each such 1-month extension was $72,562.86 or
approximately $0.045 per month per public share for the 1,612,508 public shares.
BACKGROUND
Vision
Sensing Acquisition Corp.
We
are a blank check company formed under the DGCL on August 13, 2021, for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
There
are currently 100,000,000 Class A common stock shares authorized, of which 2,085,208 are issued and outstanding and 1,612,508 are publicly
held and subject to possible redemption, and 10,000,000 Class B common stock shares authorized, of which 2,530,000 are issued and outstanding.
We also have outstanding 7,590,000 warrants underlying the units sold in IPO and 472,700 warrants underlying Private Placement Units
issued to our Sponsor in a private placement simultaneously with the consummation of our IPO. Each whole warrant entitles its holder
to purchase one whole share of Class A common stock at an exercise price of $11.50 per share. The warrants will not become exercisable
until the later of 30 days after the completion of our initial business combination and 12 months from the closing of our IPO and expire
five years after the completion of our initial business combination or earlier upon redemption or liquidation. We have the ability to
redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant,
provided that the reported last sale price of shares of the Class A common stock equals or exceeds $18.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period
commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we give proper notice
of such redemption and provided certain other conditions are met.
The
Founder Shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal, and we have been informed by our Sponsor, which holds all 2,530,000 founder shares, that it intends to vote those shares and
the 472,700 shares of Class A common stock included in the private placement Units in favor of the Extension Amendment Proposal, the
Trust Amendment Proposal and the Adjournment Proposal.
A
total of $102,718,000 comprised of the proceeds from our IPO and a portion of the proceeds from the simultaneous sale of the Private
Placement Units were placed in our Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, acting
as trustee, invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act,
with a maturity of 185 days or less or in any open ended investment company that holds itself out as a money market fund selected by
us meeting the conditions of Rule 2a-7 of the Investment Company Act, until the earlier of: (i) the consummation of a business combination
or (ii) the distribution of the proceeds in the Trust Account as described below.
Approximately
$18.0 million was held in the Trust Account as of the record date of the Special Meeting. The mailing address of the Company’s
principal executive office is 10 E. 53rd Street, Suite 3001, New York, NY 10022.
Newsight
Business Combination
As
previously announced, we entered into the Business Combination Agreement on August 30, 2022 with Newsight and Merger Sub. Pursuant to
the Business Combination Agreement, the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to
effect the Business Combination. For more information about the Business Combination, see our Current Report on Form 8-K filed with the
SEC on September 6, 2022 and our Current Report on Form 8-K filed with the SEC on January 30, 2023. Also see Newsight’s Form F-4
filed on December 8, 2022 and Amendments Nos. 1,2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023, respectively
(as it may be further amended relating to the Business Combination (as it may be further amended, the “Registration Statement”).
The
VSAC Board believes it will not be able to effect the Business Combination by November 3, 2023. The Extension Amendment Proposal and
the Trust Amendment Proposal are essential to allowing us more time to obtain approval for any proposed business combination at a Special
Meeting of its stockholders and consummate any proposed business combination prior to the Extended Deadline. Approval of the Extension
Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extension Amendment. The VSAC Board believes
that, given the Company’s expenditure of time, effort and money on a proposed business combination, circumstances warrant providing
public stockholders an opportunity to effect the Business Combination. Without the Extension, the VSAC Board believes that there is significant
risk that we might not, despite our best efforts, be able to complete the Business Combination on or before November 3, 2023. If that
were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our stockholders
are otherwise in favor of consummating the Business Combination.
You
are not being asked to vote on the Newsight Business Combination or any other proposed business combination or any other business combination
at this time. If the Extension Amendment is implemented and you do not elect to redeem your public shares, you will retain the right
to vote on any proposed business combination if and when it is submitted to stockholders and the right to redeem your public shares for
a pro rata portion of the Trust Account in the event such business combination is approved and completed or if we have not consummated
a business combination by the Extended Deadline.
THE
EXTENSION AMENDMENT PROPOSAL
The
Extension Amendment Proposal
We
are proposing to amend the Existing Company Charter to extend the date by which the Company has to consummate an initial business combination
to the Extended Deadline. The Extension Amendment Proposal is required for the implementation of the VSAC Board’s plan to allow
the Company more time to complete the Business Combination.
If
the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by November 3, 2023, we will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable
in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest
(net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding
public shares, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each
case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
The
VSAC Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing
public stockholders an opportunity to consider the Business Combination and that it is in the best interests of our stockholders that
we obtain the Extension Amendment. The VSAC Board believes that the Business Combination will provide significant benefits to our stockholders.
For more information about the Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
(the “SEC”) on September 6, 2022 and our Current Report on Form 8-K filed with the SEC on January 30, 2023.
Also see Newsight’s Form F-4 filed on December 8, 2022 and Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February 13,
2023 and March 27, 2023, respectively (as it may be further amended relating to the Business Combination (as it may be further amended,
the “Registration Statement”).
Vote
Needed to Approve the Extension Amendment Proposal
The
Existing Company Charter and the Company’s IPO prospectus provide that the affirmative vote of the holders of at least 65% of the
votes entitled to be cast by the holders of the issued and outstanding Company’s shares, including the Founder Shares and the shares
of the Class A common stock underlying the Private Placement Units, is required to extend our corporate existence, except in connection
with, and effective upon, consummation of a business combination. Additionally, the Existing Company Charter and our IPO prospectus provide
for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described
above. Because we continue to believe that a business combination would be in the best interests of our stockholders, and because we
will not be able to conclude a business combination within the permitted time period, the VSAC Board has determined to seek stockholder
approval to extend the date by which we have to complete a business combination beyond November 3, 2023 to the Extended Deadline. We
intend to hold another stockholder meeting prior to the Extended Deadline in order to seek stockholder approval of the Business Combination.
Full
Text of the Resolution to be Approved
“RESOLVED,
that subject to and conditional upon the trust account, which is governed by the Investment Management Trust Agreement entered into between
the Company and Continental Stock Transfer & Trust Company on November 1, 2021, having net tangible assets of at least US$5,000,001
as at the date of this resolution, the second amendment to the amended and restated certificate of incorporation, a copy of which is
attached to the accompanying proxy statement as Annex A, be and is hereby adopted”
Reasons
for the Redemption Rights Associated with the Extension Amendment Proposal
The
Existing Company Charter provides that if our stockholders approve an amendment to the Existing Company Charter (i) to modify the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination before November 3, 2023,
or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, we will provide
our public stockholders with the opportunity to redeem all or a portion of their shares upon such approval at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes
payable), divided by the number of then issued and outstanding public shares. We believe that this provision of the Existing Company
Charter was included to protect our public stockholders from having to sustain their investments for an unreasonably long period if we
failed to find a suitable business combination in the timeframe contemplated by the Existing Company Charter and discussed in the prospectus
associated with our IPO.
Reasons
for the Extension Amendment Proposal
Pursuant
to the Existing Company Charter the Company currently has until November 3, 2023 to complete the purposes of the Company including, but
not limited to, effecting a business combination under its terms unless extended as specifically provided in the Existing Company Charter.
The purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination. As previously
announced, we entered into the Business Combination Agreement with Newsight and Merger Sub on August 30, 2022. Pursuant to the Business
Combination Agreement, the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business
Combination.
While
we are using our best efforts to complete the Business Combination as soon as practicable, the VSAC Board believes that there will not
be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the VSAC Board believes that in order
to be able to consummate the Business Combination, we will need to obtain the Extension Amendment. Without the Extension, the VSAC Board
believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on
or before November 3, 2023.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Merger Agreement (including, without
limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination as soon as possible
and in any event on or before the Extended Deadline.
Without
the Extension, we cannot obtain an extension by any other means because we have already requested and received the six 1-month extensions
to the Termination Date made available under the Existing Company Charter. The cost of each such 1-month extension was $72,562.86 or
approximately $0.045 per month per public share for the 1,612,508 public shares.
If
the Extension Amendment Proposal is Not Approved
If
the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by November 3, 2023, we will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable
in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest
(net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding
public shares, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each
case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to the Company’s warrants which will expire worthless in the event
we wind up. In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares or the Private Placement Units.
If
the Extension Amendment Proposal Is Approved
Upon
approval of the Extension Amendment Proposal by the requisite number of votes, the amendments to the Existing Company Charter that are
set forth in Annex A hereto to extend the time it has to complete a business combination until the Extended Deadline will become
effective. The Company will remain a reporting company under the Exchange Act and its units, Class A common stock and public warrants
will remain publicly traded. The Company will then continue to work to consummate the Business Combination by the Extended Deadline.
If
the Extension Amendment Proposal is approved, and the Extension Amendment is implemented, the removal of the Withdrawal Amount from the
Trust Account in connection with redemptions associated with the Redemption Election will reduce the amount held in the Trust Account.
The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the
amount remaining in the Trust Account may be only a small fraction of the approximately $18.0 million held in the Trust Account as of
the record date. We will not proceed with the Extension if redemptions or repurchases of our public shares cause us to have less than
$5,000,001 of net tangible assets following approval of the Extension Amendment Proposal. We cannot assure you that the per share distribution
from the Trust Account, if we liquidate, will not be less than $11.01 due to unforeseen claims of creditors. There will be no
redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, our Sponsor and our directors and officers, the sole holders of our Founder Shares, will not receive
any monies held in the Trust Account as a result of their ownership of the Founder Shares.
If
the Extension Amendment Proposal is approved but we do not consummate a business combination by the Extended Deadline, unless further
extended, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which interest
shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board, liquidate and dissolve, subject to our obligations under the DGCL to provide for claims of creditors and other requirements of
applicable law.
You
are not being asked to vote on the Business Combination at this time. If the Extension Amendment is implemented and you do not elect
to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination,
you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by
the Extended Deadline.
Redemption
Rights
If
the Extension Amendment Proposal is approved, and the Extension Amendment is implemented, each public stockholder may seek to redeem
its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares
who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in
connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination
by the Extended Deadline.
Based
upon the amount in the Trust Account as of the record date for the Special meeting, which was approximately $18.0 million, and after
expected withdrawals of approximately $243,400 to pay estimated U.S. federal income taxes and Delaware franchise taxes, we anticipate
that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $11.01 at
the time of the Special Meeting.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED
ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR
TO 5:00 PM EASTERN TIME ON OCTOBER 18, 2023.
In
connection with tendering your shares for redemption, prior to 5:00 pm Eastern time on October 18, 2023 (two business days before the
Special Meeting), you must elect to either:
|
(1) |
physically
tender your Class A common stock share certificates to: |
Continental
Stock Transfer & Trust Company
1
State Street Plaza, 30th Floor
New
York, New York 10004-1561 Attn: Fran Wolf
via
email to: fwolf@contnentalstock.com
OR
|
(2) |
deliver
your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on
the manner in which you hold your shares. |
The
requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on October 18, 2023 (two business days before the Special
Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved. In furtherance
of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Special
Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to
pass this cost on to the redeeming holder.
It
is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from
the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two
weeks to obtain a physical share certificate. Such stockholders will have less time to make their redemption decision than those stockholders
that deliver their shares through the DWAC system. Stockholders who request physical share certificates and wish to redeem may be unable
to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on October 18, 2023 (two business days
before the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public
stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder
may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special
Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically).
You
may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares
and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these
shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved.
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or
returned to such stockholders.
If
properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $11.01 at the time of the Special Meeting. The closing price
of the Company’s Class A common stock on September 29, 2023, the most recent practicable closing price prior to the mailing
of this Proxy Statement, was $10.91.
If
you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common stock for cash and will
no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your
share certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on October 18, 2023 (two business days before
the Special Meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote
to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of
the Extension Amendment.
THE
TRUST AMENDMENT PROPOSAL
The
Trust Amendment Proposal
We
are proposing to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if the Company has
not completed its initial business combination, from November 3, 2023 to May 3, 2024 (or such later date as may be determined by the
VSAC stockholders). The Trust Amendment Proposal is required to allow the Company more time to complete the Business Combination.
If
the Trust Amendment Proposal is not approved and we have not consummated the Business Combination by November 3, 2023, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter
subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash,
equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of
taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public
shares, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each
case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Pursuant
to the Trust Agreement, Continental agreed to liquidate the Trust Account after receipt of a Termination Letter (as defined therein)
from the Company or upon the date which is the later of (1) November 3, 2023 and (2) such later date as may be approved by the Company’s
stockholders.
The
VSAC Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing
public stockholders an opportunity to consider the Business Combination and that it is in the best interests of our stockholders that
we obtain the Trust Amendment.
The
VSAC Board believes that the Business Combination will provide significant benefits to our stockholders. For more information about the
Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
on September 6, 2022 and our Current Report on Form 8-K filed with the SEC on January 30, 2023. Also see Newsight’s Form F-4 filed
on December 8, 2022 and Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023, respectively (as
it may be further amended relating to the Business Combination (as it may be further amended, the “Registration Statement”).
Vote
Needed to Approve the Trust Amendment Proposal
The
Trust Agreement provides that the affirmative vote of the holders of at least 65% of the total issued and outstanding shares of the Company
is required to amend the relevant provisions of the Trust Agreement.
Reasons
for the Trust Amendment Proposal
The
Trust Agreement provides that Continental will liquidate the Trust Account after receipt of a Termination Letter (as defined therein)
from the Company or upon the date which is the later of (i) November 3, 2023 and (2) such later date as may be approved by the Company’s
stockholders. The purpose of the Trust Amendment is to mirror the provisions in the second amendment to the amended and restated certificate
of incorporation of the Company at Annex A following the Extension Amendment and allow the Company more time to complete its initial
business combination. As previously announced, we entered into the Business Combination Agreement with Newsight and Merger Sub on August
30, 2022. Pursuant to the Business Combination Agreement, the parties agreed, subject to the terms and conditions of the Business Combination
Agreement, to effect the Business Combination.
The
Trust Amendment will allow the Company to extend the time period for liquidation of the Trust Account and therefore will allow more time
to carry out the Business Combination,
While
we are using our best efforts to complete the Business Combination as soon as practicable, the VSAC Board believes that there will not
be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the VSAC Board believes that in order
to be able to consummate the Business Combination, we will need to obtain the Trust Amendment. Without the Trust Amendment, the VSAC
Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination
on or before November 3, 2023.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination
as soon as possible and in any event on or before the Extended Deadline.
Full
Text of the Resolution to be Approved
“RESOLVED
THAT subject to and conditional upon the Trust Account, which is governed by Trust Agreement, having net tangible assets of at least
US$5,000,001 as at the date of this resolution, the Trust Agreement be amended in the form set forth in Annex B to the
accompanying proxy statement to allow the Company to extend the date by which the Company has to complete a business combination from
November 3, 2022 to up to May 3, 2024 via up to six one-month extensions provided the Company deposits into its trust account an additional
amount equal to the lower of $60,000 or $0.045 per public share for each month the Company extends beyond November 3, 2023.
If
the Trust Amendment Proposal is Not Approved
If
the Trust Amendment Proposal is not approved and we have not consummated the Business Combination by November 3, 2023, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter
subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash,
equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of
taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public
shares, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each
case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to the Company’s warrants which will expire worthless in the event
we wind up. In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares or the Private Placement Units.
If
the Trust Amendment Proposal Is Approved
Upon
approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the requisite number of votes, the amendments to the
Trust Agreement to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial
business combination, from November 3, 2023 to May 3, 2024 will be made to the Trust Agreement so that the provisions of the Trust Agreement
mirror what is in the Existing Company Charter as amended by the Extension Amendment.
If
the Trust Amendment Proposal is approved but we do not consummate a business combination by the Extended Deadline, we will, unless further
extended, (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which interest
shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board, liquidate and dissolve, subject to our obligations under the DGCL to provide for claims of creditors and other requirements of
applicable law.
You
are not being asked to vote on the Business Combination at this time. If the Extension Amendment and the Trust Amendment are implemented
and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider the
Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right
to redeem your public shares for cash in the event the Business Combination is approved and completed or we have not consummated a business
combination by the Extended Deadline.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion summarizes certain United States federal income tax considerations generally applicable to U.S. Holders (as defined
below) who elect to have their shares of the Class A common stock redeemed for cash pursuant to the exercise of a right to redemption
in connection with a Redemption Election.
This
discussion is limited to certain United States federal income tax considerations to such U.S. Holders who hold shares of the Class A
common stock as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
This
discussion is a summary only and does not consider all aspects of United States federal income taxation that may be relevant to a U.S.
Holder exercising its right to redemption in light of such holder’s particular circumstances, including tax consequences to U.S.
Holders who are:
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● |
financial
institutions or financial services entities; |
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● |
broker-dealers; |
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● |
taxpayers
that are subject to the mark-to-market accounting rules; |
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● |
tax-exempt
entities; |
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● |
governments
or agencies or instrumentalities thereof; |
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● |
insurance
companies; |
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● |
regulated
investment companies or real estate investment trusts; |
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● |
expatriates
or former long-term residents of the United States; |
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persons
that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of any class
of our shares; |
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● |
persons
that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans
or otherwise as compensation; |
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persons
that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
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partnerships
(or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes), or persons
holding VSAC securities through such partnerships or other pass-through entities; or |
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persons
whose functional currency is not the U.S. dollar. |
This
discussion is based on the Code, proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative
interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively
and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining
to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income),
nor does it address any aspects of U.S. state or local or non-U.S. taxation.
We
have not sought and do not intend to seek any rulings from the IRS regarding the Business Combination or an exercise of redemption rights
by holders of shares of the Class A common stock. There can be no assurance that the IRS will not take positions inconsistent with the
considerations discussed below or that any such positions would not be sustained by a court. Moreover, there can be no assurance that
future legislation, regulations, administrative rulings or court decisions will not change the accuracy of the statements in this discussion.
As
used herein, the term “U.S. Holder” means a beneficial owner of Class A common stock or warrants who or that is for United
States federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated
as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or organized) in
or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject
to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to
exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial
decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.
This
discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through
such entities. If a partnership (or other entity or arrangement classified as a partnership for United States federal income tax purposes)
is the beneficial owner of our securities, the United States federal income tax treatment of a partner in the partnership generally will
depend on the status of the partner and the activities of the partnership. Partnerships holding our securities and partners in such partnerships
are urged to consult their own tax advisors.
THIS
DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH AN ELECTION. EACH REDEEMING U.S.
HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH U.S. HOLDER OF THE EXERCISE OF
REDEMPTION RIGHTS THROUGH AN ELECTION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS.
Redemption
as Sale or Distribution
Subject
to the PFIC rules discussed below, in the event that a U.S. Holder’s shares of Class A common stock are redeemed pursuant to a
Redemption Election, the treatment of the transaction for United States federal income tax purposes will depend on whether the redemption
qualifies as a sale of the Class A common stock under Section 302 of the Code. If the redemption qualifies as a sale of Class A common
stock, a U.S. Holder generally will recognize capital gain or loss and any such capital gain or loss generally will be long-term capital
gain or loss if the U.S. Holder’s holding period for such Class A common stock exceeds one year. It is unclear, however, whether
certain redemption rights described in the IPO prospectus may suspend the running of the applicable holding period for this purpose.
If the redemption does not qualify as a sale of the Class A common stock, it will be treated as a corporate distribution. In that case,
the U.S. Holder generally will be required to include in gross income as a dividend the amount of the distribution to the extent the
distribution is paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles).
To the extent those distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital,
which will first reduce your basis in your shares of the Class A common stock, but not below zero, and then will be treated as gain from
the sale of your shares of the Class A common stock.
Whether
a redemption pursuant to a Redemption Election qualifies for sale treatment will depend largely on the total number of shares of the
Class A common stock treated as held by the U.S. Holder (including any shares of the Class A common stock constructively owned by the
U.S. Holder as a result of owning warrants) relative to all of our shares outstanding both before and after such redemption. The redemption
generally will be treated as a sale of shares of the Class A common stock (rather than as a corporate distribution) if such redemption
(i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination”
of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S.
Holder. These tests are explained more fully below.
In
determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only our shares actually owned by
the U.S. Holder, but also our shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition
to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have
an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally
include shares of the Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially
disproportionate test, the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately
following the redemption of shares of the Class A common stock must, among other requirements, be less than 80 percent of the percentage
of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption.
Prior
to the Business Combination, the shares of the Class A common stock may not be treated as voting shares for this purpose and, consequently,
this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest
if either (i) all of the shares of the Class A common stock actually and constructively owned by the U.S. Holder are redeemed or (ii)
all of the shares of the Class A common stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive,
and effectively waives in accordance with specific rules, the attribution of shares of the Class A common stock owned by certain family
members and the U.S. Holder does not constructively own any other of our shares. The redemption of the shares of the Class A common stock
will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of the U.S. Holder’s
proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest
in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction
in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate
affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution as described above. A U.S.
Holder considering exercising its redemption right should consult its own tax advisor as to whether the redemption will be treated as
a sale or as a corporate distribution under the Code.
Passive
Foreign Investment Company (“PFIC”) Rules
A
non-U.S. corporation will be classified as a PFIC for United States federal income tax purposes if either (i) at least 75% of its gross
income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least
25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair
market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered
to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes
dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains
from the disposition of passive assets.
Because
we are a blank check company, with no current active business, we believe that it is likely that we met the PFIC asset or income test
for our taxable year ending December 31, 2022 and that we will meet the PFIC asset or income test for our current taxable year ending
December 31, 2023. Accordingly, if a U.S. Holder did not make a timely qualified electing fund (“QEF”) election or a mark-to-market
election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) shares of the Class A common stock,
as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder
on the sale or other disposition of its shares of the Class A common stock or warrants, which would include a redemption pursuant to
a Redemption Election if such redemption is treated as a sale under the rules discussed above, and (ii) any “excess distribution”
made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than
125% of the average annual distributions received by such U.S. Holder in respect of the shares of the Class A common stock during the
three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the shares of the Class
A common stock), which may include a redemption pursuant to a Redemption Election if such redemption is treated as a corporate distribution
under the rules discussed above. Under these rules:
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the
U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the shares
of the Class A common stock or warrants; |
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the
amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution,
or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC,
will be taxed as ordinary income; |
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the
amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed
at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
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an
additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with
respect to the tax attributable to each such other taxable year of the U.S. Holder. |
QEF
Redemption Election
A
U.S. Holder will avoid the PFIC tax consequences described above in respect to shares of the Class A common stock (but not our warrants)
by making a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as
long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed,
in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election
to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject
to an interest charge.
If
a U.S. Holder has made a QEF election with respect to shares of the Class A common stock for our first taxable year as a PFIC in which
the U.S. Holder holds (or is deemed to hold) such shares, (i) any gain recognized as a result of a redemption pursuant to a Redemption
Election (if such redemption is treated as a sale under the rules discussed above) generally will be taxable as capital gain and no additional
tax will be imposed under the PFIC rules, and (ii) to the extent such redemption is treated as a distribution under the rules discussed
above, any distribution of ordinary earnings that were previously included in income generally should not be taxable as a dividend to
such U.S. Holder. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income and
decreased by amounts distributed but not taxed as dividends under the above rules. Similar basis adjustments apply to property if by
reason of holding such property, the U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.
The
QEF election is made on a stockholder-by-stockholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder
may not make a QEF election with respect to its warrants to acquire shares of the Class A common stock. A U.S. Holder generally makes
a QEF election by attaching a completed IRS Form 8621 (Information Return by a Stockholder of a Passive Foreign Investment Company or
Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed United States
federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing
a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult
their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
If
a U.S. Holder makes a QEF election after our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) shares
of the Class A common stock, the adverse PFIC tax consequences (with adjustments to take into account any current income inclusions resulting
from the QEF election) will continue to apply with respect to such shares of the Class A common stock unless the U.S. Holder makes a
purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold such shares of the Class
A common stock at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, taxed
under the PFIC rules described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in
such shares of the Class A common stock for purposes of the PFIC rules.
In
order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. There
is no assurance that we will timely provide such required information statement.
Mark-to
Market Redemption Election
If
we are a PFIC and shares of the Class A common stock constitute marketable stock, a U.S. Holder may avoid the adverse PFIC tax consequences
discussed above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) shares of the Class
A common stock, makes a mark-to- market election with respect to such shares for such taxable year. Such U.S. Holder generally will include
for each of its taxable years as ordinary income the excess, if any, of the fair market value of its shares of the Class A common stock
at the end of such year over its adjusted basis in its shares of the Class A common stock. The U.S. Holder also will recognize an ordinary
loss in respect of the excess, if any, of its adjusted basis of its shares of the Class A common stock over the fair market value of
its shares of the Class A common stock at the end of its taxable year (but only to the extent of the net amount of previously included
income as a result of the mark-to-market election). The U.S. Holder’s basis in its shares of the Class A common stock will be adjusted
to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its shares of the
Class A common stock will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants.
The
mark-to-market election is available only for marketable stock, generally, stock that is regularly traded on a national securities exchange
that is registered with the Securities and Exchange Commission, including Nasdaq, or on a foreign exchange or market that the IRS determines
has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult
their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their
particular circumstances.
A
U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form
8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department.
Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
The
rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition
to those described above. Accordingly, U.S. Holders of shares of the Class A common stock or warrants should consult their own tax advisors
concerning the application of the PFIC rules under their particular circumstances.
Information
Reporting and Backup Withholding
Dividend
payments with respect to shares of the Class A common stock and proceeds from the sale, exchange or redemption of shares of the Class
A common stock may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will
not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications,
or who is otherwise exempt from backup withholding and establishes such exempt status.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal
income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules
by timely filing the appropriate claim for refund with the IRS and furnishing any required information. U.S. Holders are urged to consult
their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption
from backup withholding in their particular circumstances.
THE
SPECIAL MEETING
Overview
Date,
Time and Place. The Special Meeting of the Company’s stockholders will be held at 8:30 am Eastern Time on October 20, 2023
and conducted via live webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live
webcast available at https://www.cstproxy.com/visionsensing/sm2023. If you plan to attend the virtual online Special Meeting, you will
need your 12-digit control number to vote electronically at the Special Meeting. Only stockholders who own shares as of the close of
business on the record date will be entitled to attend the meeting.
Voting
Power; record date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the Company’s
shares at the close of business on September 21, 2023, the record date for the Special Meeting. You will have one vote per proposal for
each of the Company’s shares you owned at that time. The Company’s warrants do not carry voting rights.
Votes
Required. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of
holders of at least 65% of the votes entitled to be cast by the holders of the issued and outstanding Company’s shares, including
the Founder Shares and the shares of the Class A common stock underlying the Private Placement Units.
If
you are the record holder of your shares and you do not sign and return your proxy or attend the Special Meeting in person (via live
webcast), your shares will not be counted in connection with the determination of whether a valid quorum is established. If you hold
your shares in “street name” through an account at a brokerage firm, custodian bank, or other nominee and you do not instruct
your broker, bank or nominee on how to vote your shares, your shares will be counted as present at the Special meeting for purposes of
determining whether a quorum is present, but your broker, bank or nominee will not be able to vote your shares and your shares will count
as broker non-votes.
Abstentions,
broker non-votes and the failure of a record holder to appear at the Special Meeting either in person (via live webcast) or by proxy
will have the same effect as votes “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal. If a quorum
is present at the Special Meeting, abstentions and broker non-votes will have no effect on the vote to approve the Adjournment Proposal.
At
the close of business on the record date of the Special Meeting, there were 4,615,208 shares outstanding, each of which entitles its
holder to cast one vote per proposal. The presence of holders 2,307,605 shares either in person (via live webcast) or represented by
proxy is necessary to constitute a quorum for the Special Meeting.
If
you do not want the Extension Amendment Proposal approved, you must abstain, not vote or vote “AGAINST” the Extension Amendment.
If you do not want the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Trust Amendment.
You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment
Proposal and/or the Trust Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available
in the Trust Account in connection with the Extension Amendment Proposal. The Company anticipates that a public stockholder who tenders
shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption
price for such shares soon after the completion of the Extension Amendment Proposal.
The
Special Meeting; Proxies; Board Solicitation; Proxy Solicitor. The Special Meeting will be held and conducted via live webcast.
You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/visionsensing/sm2023.
To access the virtual online Special Meeting, you will need your 12-digit control number to vote electronically at the Special Meeting.
Your vote or your proxy is being solicited by the VSAC Board on the proposals being presented to stockholders at the Special Meeting.
The Company has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the Special Meeting. No recommendation
is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person or by telephone. If you
grant a proxy, you may still revoke your proxy and vote your shares in person (via live webcast) at the Special Meeting if you are a
holder of record of the Company’s shares. You may contact the Proxy Solicitor at 855-414-2266 (toll free) or by email to vsac@LaurelHill.com.
Registration.
To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our shares:
If
your shares are registered in your name with our transfer agent and you wish to attend the meeting virtually, go to https://www.cstproxy.com/visionsensing/sm2023and
enter the 12-digit control number you received on your proxy card and click on the “Click here” to preregister for the online
meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your
control number. Pre-registration is recommended but is not required in order to attend.
Beneficial
stockholders who wish to attend the Special Meeting in person (via live webcast), must obtain a legal proxy by contacting their account
representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of
their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control
number that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent, a
beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial
stockholders should contact our transfer agent no later than 72 hours prior to the meeting date. Stockholders will also have the option
to listen to the Special Meeting by telephone by calling:
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Within
the U.S. and Canada: +1 800-450-7155 (toll-free) |
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Outside
of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
The
passcode for telephone access: 0495498#.
You
will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein.
Recommendation
of the Board. After careful consideration, the VSAC Board determined that each of the proposals is fair to and in the best interests
of the Company and its stockholders. The VSAC Board has approved and declared advisable and recommends that you vote or give instructions
to vote “FOR” each of these proposals.
Vote
Required for Approval
The
affirmative vote by holders of at least 65% of the votes entitled to be cast by the holders of the issued and outstanding Company’s
shares, including the Founder Shares and the shares of the Class A common stock underlying the Private Placement Units, is required to
approve the Extension Amendment Proposal and the Trust Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment
Proposal are not approved, the Extension Amendment and the Trust Amendment will not be implemented, And if the Business Combination has
not been consummated by November 3, 2023, the Company will be required by the Existing Company Charter to (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully
available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient
obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up
to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption
will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s
obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Stockholder
approval of both the Extension Amendment and the Trust Amendment is required for the implementation of the VSAC Board’s plan to
extend the date by which we must consummate our initial business combination. Therefore, the VSAC Board will abandon and not implement
such amendment unless our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal.
Our
Sponsor and all of our directors and officers are expected to vote any shares owned by them in favor of the Extension Amendment Proposal
and the Trust Amendment Proposal. On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote
an aggregate of 2,530,000 Founder Shares and 472,700 shares of the Class A common stock underlying the Private Placement Units, representing
approximately 65.1% of the Company’s issued and outstanding shares. Our Sponsor and our directors and officers do not intend to
purchase shares of the Class A common stock in the open market or in privately negotiated transactions in connection with the stockholder
vote on the Extension Amendment and/or the Trust Amendment.
Interests
of our Sponsor, Directors and Officers
When
you consider the recommendation of the VSAC Board, you should keep in mind that our Sponsor, executive officers, and members of the VSAC
Board and special advisors have interests that may be different from, or in addition to, your interests as a stockholder. These interests
include, among other things:
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the
fact that our Sponsor and our directors and officers holds 2,530,000 Founder Shares and our Sponsor holds 472,700 Private Placement
Units. All of such investments would expire worthless if a business combination is not consummated. On the other hand, if a business
combination is consummated, such investments could earn a positive rate of return on their overall investment in the combined company,
even if other holders of our shares experience a negative rate of return, due to having initially purchased the Founder Shares for
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the
fact that our Sponsor extended to us the Sponsor Working Capital Loan consisting of a line of credit of up to $1,000,000 pursuant
to a Convertible Promissory Note dated August 9, 2022 which is to either be repaid upon the consummation of a business combination,
without interest, or, at the Sponsor’s discretion, converted upon consummation of a business combination into additional Private
Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, we may use a portion of proceeds
held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used
to repay the Sponsor Working Capital Loans. As of June 30, 2023, the amount under the Sponsor Working Capital Loan was $463,800; |
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the
fact that on October 28, 2022, we extended the date by which the Company has to consummate
a business combination from November 3, 2022 to February 3, 2023 (the “First
Extension”). On February 3, 2023, we again extended the date by which the Company
has to consummate a business combination from February 3, 2023 to May 3, 2023 (the “Second
Extension”). The First Extension and the Second Extension were the two three-month
extensions permitted under the original Company Charter prior to the First Amendment thereto.
In connection with the First Extension, the Sponsor deposited an aggregate of $1,012,000
(representing $0.10 per public share) into the Trust Account on October 28, 2022 and we issued
to our sponsor a non-interest bearing, unsecured promissory note in that amount. In connection
with the Second Extension, the Sponsor deposited an aggregate of $1,012,000 (representing
$0.10 per public share) into the Trust Account on February 2, 2023, and we issued to our
sponsor a non-interest bearing, unsecured promissory note in that amount. In the event that
a Business Combination does not close, we may use a portion of proceeds held outside the
Trust Account to repay this loan, but no proceeds held in the Trust Account would be used
to repay this loan.
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the
fact that on May 1, 2023, pursuant to a special meeting, we amended our charter, and in accordance with the amendment, we subsequently
extended the date by which the Company has to consummate a business combination from May 3, 20223 to November 3, 2023, by six one-month
extension (the “Monthly Extensions”). In connection with the Monthly Extensions, the Sponsor deposited
an of $72,562.86 (representing $0.045 per public share) into the Trust Account for each such extension and we issued to our sponsor
a non-interest bearing, unsecured promissory note in that amount (for an aggregate amount of deposits and corresponding notes of
$435,377.16). In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account
to repay this loan, but no proceeds held in the Trust Account would be used to repay this loan |
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the
fact that in connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $1 million
of bridge financing to fund Newsight’s transaction expenses in certain circumstances and subject to certain conditions in respect
of the amount of funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight, the CEO of a
subsidiary of Newsight and an indirect beneficial owner of 7.39% of Newsight’s outstanding shares, agreed to loan such funds
to us on substantially identical terms in order to fund our obligation to make advances to Newsight. On November 4, 2022, Dr. So
advanced $1,000,000 to us, which we in turn advanced to Newsight. In the event that a Business Combination does not close, we may
use a portion of proceeds held outside the Trust Account to repay the bridge loan from Dr. So, but no proceeds held in the Trust
Account would be used to repay our bridge loan from Dr. So |
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following
consummation of an initial business combination, our Sponsor, our officers and directors and their respective affiliates will be
reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying and investigating
potential target businesses and performing due diligence and completing one or more suitable business combinations as well as be
repaid for any loans to the Company and be paid under the administrative support agreement entered into between the Company and the
Sponsor contemporaneously with the closing of our IPO; |
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the
fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within
the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced
below $10.15 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the
claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for
services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and
all rights to seek access to the Trust Account; |
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the
fact that certain of our directors and executive officers may continue to be directors and officers of Newsight or any acquired business
after the consummation of an initial business combination. As such, in the future they will receive any cash fees, stock options
or stock awards that a post- business combination board of directors determines to pay to its directors and officers if they continue
as directors and officers following such business combination; and |
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the
fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the
current members of the VSAC Board are expected to continue to serve as directors at least through the date of the Special Meeting
to vote on a proposed business combination and may even continue to serve following any potential business combination and receive
compensation thereafter. |
VSAC
Board’s Reasons for the Extension Amendment Proposal and Trust Amendment Proposal and Its Recommendation
As
discussed below, after careful consideration of all relevant factors, the VSAC Board has determined that the Extension Amendment and
Trust Amendment are in the best interests of the Company and its stockholders. The VSAC Board has approved and declared advisable adoption
of the Extension Amendment Proposal and the Trust Amendment Proposal and recommends that you vote “FOR” such proposals.
The
Existing Company Charter provides that the Company has until November 3, 2023 to complete the purposes of the Company including, but
not limited to, effecting a business combination under its terms. The Existing Company Charter states that if the Company’s stockholders
approve an amendment to the Existing Company Charter that would affect the substance or timing of the Company’s obligation to redeem
100% of the Company’s public shares if it does not complete a business combination before November 3, 2023, the Company will provide
its public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net
of taxes payable), divided by the number of then outstanding public shares. We believe that this provision in the Existing Company Charter
was included to protect the Company public stockholders from having to sustain their investments for an unreasonably long period if the
Company failed to find a suitable initial business combination in the timeframe contemplated by the Existing Company Charter.
We
believe that, given the Company’s expenditure of time, effort and money on finding an initial business combination and our entry
into the Business Combination Agreement with Newsight with respect to the Business Combination, circumstances warrant providing public
stockholders an opportunity to consider the Business Combination. Because we continue to believe that the Business Combination would
be in the best interests of our stockholders, the VSAC Board has determined to seek stockholder approval of the Extended Deadline.
The
Company is not asking you to vote on the Business Combination at this time. If the Extension Amendment is implemented and you do not
elect to redeem your public shares, you will retain the right to vote on the Business Combination in the future and the right to redeem
your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business
Combination is approved and completed or the Company has not consummated another business combination by the Extended Deadline. After
careful consideration of all relevant factors, the VSAC Board determined that the Extension Amendment and the Trust Amendment are in
the best interests of the Company and its stockholders.
The
VSAC Board unanimously recommends that our stockholders vote “FOR” the approval of both the Extension Amendment Proposal
and the Trust Amendment Proposal.
THE
ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow the VSAC Board to adjourn the Special Meeting to a later date or dates to permit further
solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. In no
event will the VSAC Board adjourn the Special Meeting beyond November 3, 2023.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by our stockholders, the VSAC Board may not be able to adjourn the Special Meeting to a later
date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
and the Trust Amendment Proposal.
Full
Text of the Resolution to be Approved
“RESOLVED
THAT, the adjournment of the Special Meeting to a later date or dates to be determined by the chairman of the Special Meeting to permit
further solicitation of proxies be confirmed, adopted, approved and ratified in all respects.”
Vote
Required for Approval
The
Adjournment Proposal must be approved by the affirmative vote of the holders of a majority of the then issued and outstanding shares
of the common stock of the Company who, being present and entitled to vote at the Special Meeting, vote on the Adjournment Proposal at
the Special Meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast
at the Special Meeting and will have no effect on the vote to approve the Adjournment Proposal.
Recommendation
of the VSAC Board
If
presented, our board unanimously recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of the Company’s shares as of the record date based on
information obtained from the persons named below, with respect to the beneficial ownership of shares of the Company’s shares,
by:
|
● |
each
person known by us to be the beneficial owner of more than 5% of our outstanding shares; |
|
|
|
|
● |
each
of our executive officers and directors that beneficially owns shares; and |
|
|
|
|
● |
all
our officers and directors as a group. |
As
of the record date, there were 2,085,208 shares of the Class A common stock (including 1,612.508 public shares subject to possible redemption)
and 2,530,000 shares of the Class B common stock issued and outstanding. Unless otherwise indicated, the Company believes that all persons
named in the table have sole voting and investment power with respect to all shares beneficially owned by them. The following table does
not reflect record or beneficial ownership of the Company’s warrants because such warrants are not exercisable within 60 days of
the date of this proxy statement.
Unless
otherwise noted, the business address of each of the following entities or individuals is c/o Vision Sensing Acquisition Corp., 10 E.
53rd Street, Suite 3001, New York, NY 10022.
| |
Class
A Common Stock | | |
Class
B Common Stock | | |
| |
Name
and Address of Beneficial
Owner | |
Number
of Shares Beneficially Owned | | |
Approximate
Percentage of Class | | |
Number
of Shares Beneficially Owned (2) | | |
Approximate
Percentage of Class | | |
Approximate
Percentage
of
Outstanding common stock | |
5%
Holders | |
| | | |
| | | |
| | | |
| | | |
| | |
Vision
Sensing LLC & Dr.
George Cho Yiu So (1) c/o
Vision Sensing Acquisition Corp. 10
E. 53rd Street, Suite 3001 New
York, NY 10022 | |
| 472,700 | | |
| 29.31 | % | |
| 2,530,000 | | |
| 100 | % | |
| 65.06 | % |
Periscope
Capital Inc. (2) 333
Bay Street, Suite 1240 Toronto,
Ontario Canada
M5H 2R2 | |
| 793,597 | † | |
| 49.22 | %† | |
| — | | |
| — | | |
| 17.20 | %† |
Saba
Capital Management, L.P. (3) Boaz
R. Weinstein Saba
Capital Management GP, LLC 405
Lexington Ave., 58th Floor New
York, NY 10174 | |
| 840,257 | † | |
| 52.11 | %† | |
| — | | |
| — | | |
| 18.21 | %† |
Wolverine
Asset Management LLC(4) 175
West Jackson, Suite 340 Chicago,
IL 60604 | |
| 199,400 | | |
| 12.37 | % | |
| — | | |
| — | | |
| 4.32 | % |
Executive
officers and directors | |
| | | |
| | | |
| | | |
| | | |
| | |
George Peter Sobek(5) | |
| 0 | | |
| 0 | % | |
| 115,000 | | |
| 4.55 | % | |
| 2.49 | % |
Hang Kon Louis Ma(6) | |
| 0 | | |
| 0 | % | |
| 30,000 | | |
| 1.19 | % | |
| * | |
Joseph Mitchell Magen(7) | |
| 0 | | |
| 0 | % | |
| 20,000 | | |
| 0.79 | % | |
| * | |
William Welser IV(8) | |
| 0 | | |
| 0 | % | |
| 20,000 | | |
| 0.79 | % | |
| * | |
Garry Richard Stein(9) | |
| 0 | | |
| 0 | % | |
| 100,000 | | |
| 3.95 | % | |
| 2.17 | % |
All executive officers
and directors as a group (five individuals) | |
| 0 | | |
| 0 | % | |
| 285,000 | | |
| 11.26 | % | |
| 6.18 | % |
|
† |
The most recent Schedule
13G or 13G/A on file with the SEC is dated prior to date of the First Amendment to VSAC’s charter and may not accurately reflect
current holdings after redemptions in connection with such amendment. |
|
(1) |
Vision
Sensing LLC is VSAC’s Sponsor. Its holdings include 472,700 shares of outstanding Class A common Stock and all 2,530,000 shares
of outstanding Class B common stock, which are also referred to as Founder Shares. Founder Shares are convertible into shares of
Class A common stock on a one-for-one basis, subject to adjustment. Dr. George Cho Yiu So is the manager and controlling member of
Vision Sensing LLC and so could be deemed to be the beneficial owner of all of the shares held of record by Vision Sensing LLC. Dr.
So, disclaims beneficial ownership of 1,814,181 of the shares of VSAC Class B common stock held by Vision Sensing LLC. |
|
|
|
|
(2) |
A
Schedule 13G dated February 13, 2023 states that Periscope Capital Inc. (Periscope) is the beneficial owner of 612,897 shares of
outstanding Class A common stock and acts as investment manager of, and exercises investment discretion with respect to, certain
private investment funds that collectively directly own 180,700 shares of outstanding Class A common stock. |
|
|
|
|
(3) |
A
Schedule 13G/A dated February 14, 2023 states that Saba Capital Management, L.P., a Delaware limited partnership, Saba Capital Management
GP, LLC, a Delaware limited liability company, and Boaz R. Weinstein have entered into a Joint Filing Agreement, dated November 10,
2021, pursuant to which the Reporting Persons have agreed to file the Schedule 13G and any subsequent amendments hereto jointly in
accordance with the provisions of Rule 13d-1(k)(1) under the Act; that any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to the appropriate party; and that the filing of this
statement should not be construed as an admission that any of the foregoing persons or the Reporting Persons is, for the purposes
of Section 13 of the Act, the beneficial owner of the common stock reported herein. |
|
|
|
|
(4) |
A
Form 3 dated May 4, 2023 states that Wolverine Asset Management LLC has indirect beneficial ownership of these shares in its capacity
as manager of Wolverine Flagship Trading Fund Limited. |
|
|
|
|
(5) |
Mr.
Sobek holds a service member membership interest in the Company’s sponsor, Vision Sensing, LLC, which is characterized as corresponding
to a ratable share of the Company’s Class B common stock held by the sponsor and will entitle him, if a business combination
of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares pursuant
to the terms of the sponsor’s operating agreement. Mr. Sobek’s ratable share is 115,000 shares of the Company’s
Class B common stock. |
|
|
|
|
(6) |
Mr.
Ma holds a service member membership interest in the Company’s sponsor, Vision Sensing, LLC, which is characterized as corresponding
to a ratable share of the Company’s Class B common stock held by the sponsor and will entitle him, if a business combination
of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares pursuant
to the terms of the sponsor’s operating agreement. Mr. Ma’s ratable share is 30,000 shares of the Company’s Class
B common stock. |
|
|
|
|
(7) |
Mr.
Magen holds a service member membership interest in the Company’s sponsor, Vision Sensing, LLC, which is characterized as corresponding
to a ratable share of the Company’s Class B common stock held by the sponsor and will entitle him, if a business combination
of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares pursuant
to the terms of the sponsor’s operating agreement. Mr. Magen’s ratable share is 20,000 shares of the Company’s
Class B common stock. |
|
|
|
|
(8) |
Mr.
Welser holds a service member membership interest in the Company’s sponsor, Vision Sensing, LLC, which is characterized as
corresponding to a ratable share of the Company’s Class B common stock held by the sponsor and will entitle him, if a business
combination of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares
pursuant to the terms of the sponsor’s operating agreement. Mr. Welser’s ratable share is 20,000 shares of the Company’s
Class B common stock. |
|
|
|
|
(9) |
Mr.
Stein holds a service member membership interest in the Company’s sponsor, Vision Sensing, LLC, which is characterized as corresponding
to a ratable share of the Company’s Class B common stock held by the sponsor and will entitle him, if a business combination
of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares pursuant
to the terms of the sponsor’s operating agreement. Mr. Stein’s ratable share is 90,000 shares of the Company’s
Class B common stock. Mr. Stein’s wife similar holds a membership interest in the Company’s sponsor, and her ratable
share is 10,000 shares of the Company’s Class B Common Stock. Her ratable share is included in the shares attributed to Mr.
Stein; however, Mr. Stein disclaims beneficial ownership of his wife’s shares. |
STOCKHOLDER
PROPOSALS
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we anticipate that the 2023 annual meeting of stockholders
will be held no later than December 31, 2023.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and the Company fails to complete a qualifying business
combination on or before November 3, 2023, there will be no annual meeting in 2023.
HOUSEHOLDING
INFORMATION
Unless
we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders
reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the
volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive
multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions
described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive
only a single set of our disclosure documents, the stockholders should follow these instructions:
|
● |
If
the shares are registered in the name of the stockholder, the stockholder should contact Laurel Hill at 855-414-2266 to inform us
of his or her request; or |
|
|
|
|
● |
If
a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly. |
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC
filings, including this Proxy Statement, over the Internet at the SEC’s website at http://sec.report.
If
you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special
Meeting, you should contact the Company’s proxy solicitation agent at the following address, telephone number and email:
Laurel
Hill Advisory Group, LLC
2
Robbins Lane
Jericho,
NY 11753
Toll-Free:
855-414-2266
Email:
vsac@LaurelHill.com
If
you are a stockholder of the Company and would like to request documents, please do so by October 5, 2023, in order to receive them
before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally
prompt means.
ANNEX
A
THE
PROPOSED
SECOND
AMENDMENT TO THE
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF
VISION
SENSING ACQUISITION CORP.
VISION
SENSING ACQUISITION CORP, a corporation (the “Corporation”) organized and existing under the General Corporation
Law of the State of Delaware (the “DGCL”), does hereby certify:
1.
The name of the Corporation is Vision Sensing Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the
office of the Secretary of State of the State of Delaware pursuant to the DGCL on August 13, 2021 (the “Original Certificate”).
2.
An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October
29, 2021 (the “Amended and Restated Certificate of Incorporation”).
3.
The First Amendment to the Amended and Restated Certificate of Incorporation was duly adopted on May 1, 2023, by the affirmative vote
of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of
the DGCL.
4.
This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders
of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the DGCL.
5.
The text of Section 9.1(b)(ii) of Article IX is hereby amended and restated to read in its entirety as follows:
“(ii)
the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination
by November 3, 2023 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including for filing
of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open (or such
a later date pursuant to the extension(s) set forth under Section 9.1(c), the “Deadline Date”) and”
6.
The text of Section 9.1(c) of Article IX is hereby amended and restated to read in its entirety as follows:
“(c)
In the event that the Corporation has not consummated an initial Business Combination by November 3, 2023, upon the Sponsor’s request,
the Corporation may extend the period of time to consummate a Business Combination up to six times, each by an additional one month,
for an aggregate of up to six additional months ending May 3, 2024, provided that (i) the Sponsor (or its affiliates or permitted designees)
will deposit, by the Deadline Date in effect prior to such extension (or the first business day thereafter if such date is not a business
day), into the Trust Account the lesser of (x) $60,000 or (y) $0.045 per share for each Offering Share outstanding as of the applicable
Deadline Date for each such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of
a Business Combination and (ii).in each case, that the procedures relating to any such extension, as set forth in the Trust Agreement,
shall have been complied with. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account and
used to fund the redemption of the Offering Shares in accordance with Section 9.2.
7.
This Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by written consent of stockholders holding
the requisite number of shares required by statute given in accordance with and pursuant to Section 228 of the DGCL.
Signature
on following page.
IN
WITNESS WHEREOF, Vision Sensing Acquisition Corp has caused this Second Amendment to the Amended and Restated Certificate to be duly
executed in its name and on its behalf by an authorized officer as of this [●] day of October, 2023.
|
VISION
SENSING ACQUISITION CORP. |
|
|
|
|
By |
|
|
Name:
|
|
|
Title: |
|
ANNEX
B
PROPOSED
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October [●],
2023, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in
this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement
(as defined below).
WHEREAS,
on November 3, 2021, the Company consummated its initial public offering of units of the Company (the “Units”),
each of which is composed of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A
Common Stock”), and three quarters of one redeemable warrant, each whole warrant entitling the holder thereof to purchase
one share of Class A Common Stock of the Company (such initial public offering hereinafter referred to as the “Offering”);
WHEREAS,
$102,718,000 of the gross proceeds of the Offering and sale of the private placement Units were delivered to the Trustee to be deposited
and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of shares of Class
A Common Stock included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of
November 1, 2021, by and between the Company and the Trustee (as amended by Amendment No. 1 thereto dated May 1, 2023, the “Original
Agreement”);
WHEREAS,
the Company has sought the approval of the holders of its Class A Common Stock and holders of its Class B Common Stock, par value $0.0001
per share (the “Class B Common Stock”), at a Special Meeting to: (i) extend the date before which the Company
must complete a business combination from November 3, 2023 to May 3, 2024 (or such earlier date after November 3, 2023 as determined
by the Company’s board of directors) (the “Extension Amendment”) and (ii) extend the date on which the
Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from November 3, 2023 to May
3, 2024 (or such earlier date after November 3, 2023 as determined by the Company’s board of directors) (the “Trust
Amendment”);
WHEREAS,
holders of 65% of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single
class, approved the Extension Amendment, and the Trust Amendment; and
WHEREAS,
the parties desire to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated
by the Trust Amendment.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Amendments to Trust Agreement.
(a)
The third recital of the Original Agreement is hereby amended and restated to read in its entirety as follows:
WHEREAS,
if a Business Combination (as defined herein) is not consummated by November 3, 2023, upon the request of the Company’s sponsor
(the “Sponsor”), the Company may extend such period by up to six extensions with each extension being one month
(each an “Extension”) for up to a maximum of six months in the aggregate for all of the Extensions, subject
to the Sponsor or its affiliates or permitted designees depositing into the Trust Account no later than the last day of the previous
Extension (or the first business day thereafter if such day is not a business day) (the “Applicable Deadline”)
the lesser of (x) $60,000 or (y) $0.045 per share for each share of the Company’s Class A Common Stock that was included in the
Units issued in the Offering and that remains outstanding as of the date of the end of the previous Extension, in exchange for which
the Sponsor will receive a non-interest bearing, unsecured promissory note for each Extension payable upon consummation of a Business
Combination;
(b)
Exhibit E to the Original Agreement is hereby deleted and replaced with the new Exhibit E attached to this Amendment.
2.
Miscellaneous Provisions.
(a)
Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind
and inure to the benefit of their permitted respective successors and assigns.
(b)
Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
(c)
Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
(d)
Jurisdiction and Venue. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the
City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN
ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e)
Counterparts. This Amendment may be executed manually or electronically (such as by DocuSign®) in several original,
PDF, photostatic, facsimile or other copy counterparts, each of which shall constitute an original, and together shall constitute but
one instrument. A copy of this Amendment bearing the electronic signature or a PDF, facsimile, photostatic or other copy of the signature
of a party hereto shall be as valid for all purposes as a copy of this Amendment bearing that party’s original manual signature.
(f)
Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect
the interpretation thereof.
(g)
Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and
supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied,
relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby
canceled and terminated.
Signatures
on following page.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
|
CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY, as Trustee |
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
VISION
SENSING ACQUISITION CORP. |
|
|
|
|
By:
|
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|
Name:
|
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Title:
|
|
EXHIBIT
E
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, New York 10004
Attn:
Francis Wolf and Celeste Gonzalez
Re:
Trust Account No. xxxx[last four digits] Extension Letter
Ladies
and Gentlemen:
Pursuant
to Section 1(m) of the Investment Management Trust Agreement between Vision Sensing Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company, dated as of November 1, 2021, as amended by Amendment No. 1 thereto dated May 1,
2023 and Amendment No. 2 thereto dated October [•], 2023 (and as it may be subsequently amended, “Trust Agreement”),
this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional one (1)
month, from [date] to [date] (the “Extension”).
This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $[insert applicable amount], which will be wired
to you, into the Trust Account investments upon receipt.
This
is the [_____] of up to six Extension Letters
|
Very
truly yours, |
|
|
|
|
Vision
Sensing Acquisition Corp. |
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
cc:
EF Hutton, Division of Benchmark Investments, LLC
VISION
SENSING ACQUISITION CORP.
Suite
500, 78 SW 7th Street
Miami,
Florida 33130
SPECIAL
MEETING OF STOCKHOLDERS
October
20, 2023
YOUR
VOTE IS IMPORTANT
Important
Notice Regarding the Availability
of
Proxy Materials for the Special Meeting of Stockholders
to
be held on October 20, 2023:
This
notice of meeting and the accompanying
proxy
statement are available at
https://www.cstproxy.com/visionsensing/sm2023
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
VISION
SENSING ACQUISITION CORP.
FOR
THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 20, 2023
The
undersigned appoints George Peter Sobek, Hang Kon Louis Ma and Garry Richard Stein (the “Proxies”) as proxies and
each of them with full power to act without the other, each with the power to appoint a substitute and hereby authorizes each of them
to represent and to vote, as designated on the reverse side, all shares of the common stock of Vision Sensing Acquisition Corp. (“VSAC”)
held of record by the undersigned on September 21, 2023 at the special meeting of the stockholders of VSAC (“Stockholders Meeting”)
to be held on October 20, 2023, at 8:30 am Eastern Time via live webcast at https://www.cstproxy.com/visionsensing/sm2023 or any postponement
or adjournment thereof. Such shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in
the Proxies’ discretion on such other matters as may properly come before the Stockholders Meeting or any adjournment or postponement
thereof.
The
undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said Stockholders Meeting or relating
to the shares represented by this proxy.
THE
SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” THE EXTENSION AMENDMENT
PROPOSAL (PROPOSAL 1), “FOR” THE TRUST AMENDMENT PROPOSAL (PROPOSAL 2) AND FOR THE ADJOURNMENT PROPOSAL (PROPOSAL 3), IF
PRESNETED. PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY.
THE
BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” PROPOSALS 1, 2, AND 3. Each of the Proposals 1 and 2 (the Extension amendment
Proposal and the Trust Amendment Proposal) are cross-conditioned on the approval of each other. Proposal 3 (The Adjournment Proposal)
is not conditioned upon the approval of Proposals 1 OR 2.
PLEASE
DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.
THIS
PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED.
(Continued
and to be marked, dated and signed on reverse side)
(1) |
The
Extension Amendment Proposal — To approve and adopt the second amendment to the amended and restated certificate of incorporation
in the form attached as Annex A to VSAC’s proxy statement for the Stockholders Meeting. |
|
|
☐
FOR ☐ AGAINST ☐ ABSTAIN
(2) |
The
Trust Amendment Proposal — To amend the Investment Management Trust Agreement dated
November 1, 2021 entered into between Continental Stock Transfer & Trust Company and
VSAC governing the trust account in the form attached as Annex B to VSAC’s proxy statement
for the Stockholders Meeting.
|
☐
FOR ☐ AGAINST ☐ ABSTAIN
(3) |
The
Adjournment Proposal — To approve the adjournment of the Stockholders Meeting to
a later date or dates, if necessary, to permit further solicitation and vote of proxies if
there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal or the Trust Amendment Proposal.
|
☐
FOR ☐ AGAINST ☐ ABSTAIN
|
MARK
HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT. |
☐ |
|
|
|
|
|
|
PLEASE
MARK, DATE AND RETURN THIS PROXY PROMPTLY. ANY VOTES RECEIVED AFTER A MATTER HAS BEEN VOTED UPON WILL NOT BE COUNTED. |
Please
sign exactly as name(s) appears on this proxy card. If shares are held jointly, each holder should sign. Executors, administrators, trustees,
guardians, attorneys and agents should give their full titles. If stockholder is a corporation, sign in corporate name by an authorized
officer, giving full title as such. If stockholder is a partnership, sign in partnership name by an authorized person, giving full title
as such.
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