基本數據
| LEI | 5493000VKS3Q4KRJ7514 |
| CIK | 1883983 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vision Sensing Acquisition Corp.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40983 VISION SENSING ACQUISITION CORP. (Exact name of registrant as spe |
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| November 14, 2024 |
VSAC / Vision Sensing Acquisition Corp. / Meteora Capital, LLC Passive Investment SC 13G 1 meteoravsac093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VISION SENSING ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 92838J103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statem |
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| November 7, 2024 |
SC 13G/A 1 ef20038234sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Vision Sensing Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 92838J103 (CUSIP Number) October 31, 2024 (Date of Event which Requires Filing of |
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| November 6, 2024 |
November 6, 2024 Mr. George Sobek Chairman and Chief Executive Officer VISION SENSING ACQUISITION CORP. 78 SW 7th Street Suite 500 Miami, FL 33130 Re: VISION SENSING ACQUISITION CORP. Form 10-K for the Year Ended December 31, 2023 Filed May 1, 2024 File No. 001-40983 Dear Mr. George Sobek: We issued comments on the above captioned filing on August 16, 2024. On October 16, 2024 we issued a follow-u |
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| October 21, 2024 |
Vision Sensing Acquisition Corp. Announces Delisting and Subsequent Liquidation Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Delisting and Subsequent Liquidation New York, NY — October 21, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company” or “VSAC”), a special purpose acquisition company, announced that the Sponsor, Vision Sensing LLC, did not deposit the required extension fee into the Company’s trust account at Continental Stock |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2024 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) (C |
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| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vision Sensing Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 92838J103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| October 16, 2024 |
October 16, 2024 Mr. George Sobek Chairman and Chief Executive Officer VISION SENSING ACQUISITION CORP. 78 SW 7th Street Suite 500 Miami, FL 33130 Re: VISION SENSING ACQUISITION CORP. Form 10-K for the Year Ended December 31, 2023 Filed May 1, 2024 File No. 001-40983 Dear Mr. George Sobek: We issued comments to you on the above captioned filing on August 16, 2024. As of the date of this letter, th |
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| October 1, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend the Period to Consummate Its Initial Business Combination to November 3, 2024 |
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| September 3, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to October 3, 2024 New |
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| August 30, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend the Period to Consummate Its Initial Business Combination to October 3, 2024 N |
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| August 22, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Letter of Intent with Convergence CT, Inc. Agrees to Terminate Previous Agreement with Mediforum C |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40983 Vision Sensing Acquisiti |
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| August 16, 2024 |
August 16, 2024 Mr. George Sobek Chairman and Chief Executive Officer VISION SENSING ACQUISITION CORP. 78 SW 7th Street Suite 500 Miami, FL 33130 Re: VISION SENSING ACQUISITION CORP. Form 10-K for the Year Ended December 31, 2023 Filed May 1, 2024 File No. 001-40983 Dear Mr. George Sobek: We have reviewed your filing and have the following comments. Please respond to this letter within ten busines |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-40983 For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F |
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| August 5, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to September 3, 2024 Ne |
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| July 31, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend the Period to Consummate Its Initial Business Combination to September 3, 2024 |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2023 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) (Comm |
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| July 18, 2024 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Successful Application to Nasdaq Stock Exchange for VSAC to Migrate to the Nasdaq Capital Market New York, NY – Thursday, July 18, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”) a special purpose acquisition company, announced today that it has successfully applied to Nasdaq Stock Exchange to migrate to t |
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| July 8, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to August 3, 2024 New Y |
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| July 1, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend the Period to Consummate Its Initial Business Combination to August 3, 2024 Ne |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40983 Vision Sensing Acquisit |
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| June 4, 2024 |
Press release dated June 4, 2024. Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Receipt of a Deficiency Notice from Nasdaq for Failure to Timely File its 1st Quarter 2024 Form 10-Q and Announces the Filing of the Form 10-Q New York, NY – Tuesday, June 4, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”) a special purpose acquisition company, announced today that on May 30, 2024, the Com |
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| May 31, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend the Period to Consummate Its Initial Business Combination to July 3, 2024 New |
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| May 31, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to July 3, 2024 New Yor |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-40983 For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on |
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| May 3, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to June 3, 2024 New Yor |
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| May 1, 2024 |
Incentive Compensation Recovery Policy.* Exhibit 97 VISION SENSING ACQUISITION CORP. Incentive Compensation Recovery Policy (the “Policy”) Adopted by the Board of Directors on November 13, 2023 1. Recovery of Excess Incentive Compensation. If Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40983 Vision Sensing Ac |
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| May 1, 2024 |
Description of Registrant’s Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of Vision Sensing Acquisition Corp. does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended and bylaws, each of which are incorporated by reference as |
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| May 1, 2024 |
Exhibit 10.1.2 April 12, 2024 Vision Sensing Acquisition Corp. 10 E. 53rd Street, Suite 3001 New York, NY 10022 Re: Conversion of Class B Common Stock Founder Shares to Class A Common Stock Ladies and Gentlemen: Reference is made to that certain letter agreement dated November 1, 2021 (the “Letter Agreement”) by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), |
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| April 30, 2024 |
Amendment No. 3 to Investment Management Trust Agreement dated April 30, 2024. Exhibit 10.1 AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 30, 2024, 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 Am |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) (Co |
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| April 30, 2024 |
Fourth Amendment to the Amended and Restated Certificate of Incorporation dated April 30, 2024. Exhibit 3.2 FOURTH 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 Certifica |
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| April 30, 2024 |
Third Amendment to the Amended and Restated Certificate of Incorporation dated April 30, 2024. Exhibit 3.1 THIRD 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 |
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| April 19, 2024 |
Vision Sensing Acquisition Corp. Receives Positive Ruling from Nasdaq Hearings Panel Exhibit 99.1 Vision Sensing Acquisition Corp. Receives Positive Ruling from Nasdaq Hearings Panel New York, NY — April 19, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company” or “VSAC”), a special purpose acquisition company, issues an update regarding the previously announced staff determination letter (the “Letter”) received on January 17, 2024, from the Listing Q |
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| April 19, 2024 |
Vision Sensing Acquisition Corp. Receives Positive Ruling from Nasdaq Hearings Panel Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Receives Positive Ruling from Nasdaq Hearings Panel New York, NY — April 19, 2024 — Vision Sensing Acquisiti |
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| April 19, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2024 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 (Amendment No. 1) NOTIFICATION OF LATE FILING (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-40983 For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| April 15, 2024 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRELIMINARY SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 2, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to May 3, 2024 Miami, F |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-40983 For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| March 29, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to May 3, 2024 Miami, FL – F |
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| March 4, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to April 3, 2024 Miami, |
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| February 28, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to April 3, 2024 Miami, FL – |
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| February 14, 2024 |
US92838J1034 / Vision Sensing Acquisition Corp. / Meteora Capital, LLC Passive Investment SC 13G 1 meteoravsac123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VISION SENSING ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 92838J103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme |
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| February 9, 2024 |
SC 13G/A 1 d777217dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vision Sensing Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 per share par value (Title of Class of Securities) 92838J103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of th |
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| February 9, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Vision Sensing Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 92838J103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) C |
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| February 8, 2024 |
SC 13G 1 ef20020144sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vision Sensing Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 92838J103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40983 Vision Sensing Acqu |
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| February 5, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to March 3, 2024 Miami, |
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| January 31, 2024 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to March 3, 2024 Miami, FL – |
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| January 26, 2024 |
Vision Sensing Acquisition Corp. Responds to NASDAQ Notice and Hopeful of Early Resolution Exhibit 99.1 Vision Sensing Acquisition Corp. Responds to NASDAQ Notice and Hopeful of Early Resolution New York, NY — January 26, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company” or “VSAC”), a special purpose acquisition company, issues an update regarding the previously announced staff determination letter (the “Letter”) received on January 17, 2024, from the L |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2024 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| January 26, 2024 |
Vision Sensing Acquisition Corp. Responds to NASDAQ Notice and Hopeful of Early Resolution Exhibit 99.1 Vision Sensing Acquisition Corp. Responds to NASDAQ Notice and Hopeful of Early Resolution New York, NY — January 26, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company” or “VSAC”), a special purpose acquisition company, issues an update regarding the previously announced staff determination letter (the “Letter”) received on January 17, 2024, from the L |
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| January 26, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2024 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| January 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2024 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| January 23, 2024 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Received Nasdaq Delisting Determination Letter and Intends to Appeal the Determination and Request a Stay Pending the Appeal Hearing New York, NY — January 23, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company” or “VSAC”), a special purpose acquisition company, announced today that it received a staff determination lett |
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| January 16, 2024 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Definitive Agreement and Plan of Merger with Mediforum Co., Ltd The Combined Company Is Expected To Trade On Nasdaq Post-Closing Under A New Ticker Symbol ● Mediforum is a leading biotechnology company in Korea that focuses on researching and developing ethical drugs and diagnostic reagents, and strategic application products primarily derive |
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| January 16, 2024 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Definitive Agreement and Plan of Merger with Mediforum Co., Ltd The Combined Company Is Expected To Trade On Nasdaq Post-Closing Under A New Ticker Symbol ● Mediforum is a leading biotechnology company in Korea that focuses on researching and developing ethical drugs and diagnostic reagents, and strategic application products primarily derive |
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| January 16, 2024 |
Exhibit 2.1 |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2024 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2024 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| January 16, 2024 |
Exhibit 2.1 |
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| January 3, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) (C |
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| January 3, 2024 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to February 3, 2024 Miami, FL – Wednesday, January 3, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”) a special purpose acquisition company, announced today that yesterday its sponsor, Vision Sensing, LLC, deposited $60,000 into the |
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| December 28, 2023 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to February 3, 2024 Miami, FL – Thursday, December 28, 2023 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”) a special purpose acquisition company, announced today that it has notified Continental Stock Transfer & Trust Company that it intends |
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| December 28, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State of other jurisdiction of incorporation) |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| December 11, 2023 |
Exhibit 10.1 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is entered into as of December 9, 2023 (the “Effective Date”) by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing Acquisition Corp., a Delaware |
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| December 11, 2023 |
Exhibit 10.1 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is entered into as of December 9, 2023 (the “Effective Date”) by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing Acquisition Corp., a Delaware |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| December 4, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to January 3, 2024 Miam |
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| November 30, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to January 3, 2024 Miami, FL |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-40983 For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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| November 3, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to December 3, 2023 Mia |
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| October 31, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to December 3, 2023 Miami, F |
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| October 26, 2023 |
Second Amendment to the Amended and Restated Certificate of Incorporation Exhibit 3.1 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 Certifica |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40983 87-2323481 ( |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40983 87-2323481 ( |
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| October 26, 2023 |
Second Amendment to the Amended and Restated Certificate of Incorporation Exhibit 3.1 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 Certifica |
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| October 26, 2023 |
Amendment No. 2 to Investment Management Trust Agreement Exhibit 10.1 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 25, 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 |
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| October 26, 2023 |
Amendment No. 2 to Investment Management Trust Agreement Exhibit 10.1 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 25, 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 |
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| October 19, 2023 |
Exhibit 10.1 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 |
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| October 19, 2023 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Postponement of Special Meeting of Stockholders to Wednesday, October 25, 2023 at 12:00 noon EDT Reopening of the Period to Submit Shares of VSAC Class A Common Stock for Redemption Until 5:00 p.m. EDT on Tuesday, October 24, 2023 and Update on Newsight Imaging Ltd. New York, NY – Thursday, October 19, 2023 — Vision Sensing Acquisition Corp. |
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| October 19, 2023 |
Exhibit 10.1 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 |
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| October 19, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State of other jurisdiction of incorporation) ( |
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| October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State of other jurisdiction of incorporation) ( |
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| October 19, 2023 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Postponement of Special Meeting of Stockholders to Wednesday, October 25, 2023 at 12:00 noon EDT Reopening of the Period to Submit Shares of VSAC Class A Common Stock for Redemption Until 5:00 p.m. EDT on Tuesday, October 24, 2023 and Update on Newsight Imaging Ltd. New York, NY – Thursday, October 19, 2023 — Vision Sensing Acquisition Corp. |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State of other jurisdiction of incorporation) (C |
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| October 10, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Transfer All Trust Funds Into an Interest-Bearing Demand Deposit Account Miami, FL – |
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| October 3, 2023 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 2, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to November 3, 2023 Mia |
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| September 29, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to November 3, 2023 Miami, F |
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| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRELIMINARY SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| September 5, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to October 3, 2023 Miam |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State of other jurisdiction of incorporation) (C |
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| August 31, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to October 3, 2023 Miami, FL |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40983 Vision Sensing Acquisiti |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-40983 For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F |
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| August 9, 2023 |
Newsight Imaging Selected Among 100 Emerging Companies to Watch In 2023 by EE Times Filed by Newsight Imaging Ltd. / Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Newsight Imaging Ltd. Commission File No. 333-268714 Newsight Imaging Selected Among 100 Emerging Companies to Watch In 2023 by EE Times NESS ZIONA, Israel - August 9, 2023 – Newsi |
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| August 2, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to September 3, 2023 Mi |
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| July 31, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to September 3, 2023 Miami, |
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| July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State of other jurisdiction of incorporation) (Com |
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| July 3, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to August 3, 2023 Miami |
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| June 28, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to August 3, 2023 Miami, FL |
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| June 1, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to July 3, 2023 Miami, |
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| May 31, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination to July 3, 2023 Miami, FL – |
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| May 31, 2023 |
Filed by Newsight Imaging Ltd. / Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Newsight Imaging Ltd. Commission File No. 333-268714 Mekorot and Watersight Expand Partnership with AquaRing Deployment at New Locations in Israel Installations targeted for additi |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40983 Vision Sensing Acquisit |
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| May 15, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO PLACEMENT UNIT PURCHASE AGREEMENT This Amendment No. 1 to Placement Unit Purchase Agreement (this “Amendment”) is made as of February 10, 2023, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130, and Vision Sensing LLC, a Delaware limited liabi |
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| May 5, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Initial Business Combination to June 3, 2023 Miami, |
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| May 3, 2023 |
Filed by Newsight Imaging Ltd. / Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Newsight Imaging Ltd. Commission File No. 333-268714 Newsight Imaging and Brightlaser Awarded Collaboration Grant to Develop Next Generation 3D Home and Industrial Security LiDAR G |
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| May 2, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 1, 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 Amend |
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| May 2, 2023 |
First Amendment to the Amended and Restated Certificate of Incorporation dated May 1, 2023. (1) Exhibit 3.1 FIRST 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 Certificat |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40983 87-2323481 (Commi |
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| April 24, 2023 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Postponement of Special meeting of Shareholders Until Monday, May 1, 2023 at 9:00 a.m. EDT and Extension of Time to Submit Shares of VSAC Class A Common Stock for Redemption Until Thursday, April 27, 2023 at 5:00 p.m. EDT Miami, FL – Monday, April 24, 2023 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (“VSAC”), a special pur |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2023 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) (Co |
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| April 24, 2023 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Postponement of Special meeting of Shareholders Until Monday, May 1, 2023 at 9:00 a.m. EDT and Extension of Time to Submit Shares of VSAC Class A Common Stock for Redemption Until Thursday, April 27, 2023 at 5:00 p.m. EDT Miami, FL – Monday, April 24, 2023 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (“VSAC”), a special pur |
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| April 24, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2023 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) (Co |
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| April 14, 2023 |
Filed by Newsight Imaging Ltd. /Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Newsight Imaging Launches MT LiDAR 3.1, a State-of-the-Art Reference Design for Accurate 3D Mapping for Robotics and I |
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| April 10, 2023 |
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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRELIMINARY SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 24, 2023 |
Exhibit 2.1.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is made and entered into as of January 19, 2023 by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40983 Vision Sensing Ac |
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| March 24, 2023 |
Exhibit 10.7.1 AMENDMENT NO. 1 TO PLACEMENT UNIT PURCHASE AGREEMENT This Amendment No. 1 to Placement Unit Purchase Agreement (this “Amendment”) is made as of February 10, 2023, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130, and Vision Sensing LLC, a Delaware limited lia |
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| March 24, 2023 |
Description of Registrant’s Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of Vision Sensing Acquisition Corp. does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended and bylaws, each of which are incorporated by reference as |
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| February 22, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2023 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) |
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| February 22, 2023 |
Newsight Imaging Ltd. SPAC Insider Podcast February 22, 2023 Exhibit 99.1 Newsight Imaging Ltd. SPAC Insider Podcast Transcript February 22, 2023 Nick Clayton Hello and welcome to another SPAC Insider podcast where we bring an independent eye, interviewing the targets of SPAC transactions and their SPAC partners. The chip shortage has been a serious headwind to mini tech companies, but what has it been like for the Chip makers themselves. I’m Nick Clayton a |
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| February 22, 2023 |
Newsight Imaging Ltd. SPAC Insider Podcast February 22, 2023 Exhibit 99.1 Newsight Imaging Ltd. SPAC Insider Podcast Transcript February 22, 2023 Nick Clayton Hello and welcome to another SPAC Insider podcast where we bring an independent eye, interviewing the targets of SPAC transactions and their SPAC partners. The chip shortage has been a serious headwind to mini tech companies, but what has it been like for the Chip makers themselves. I’m Nick Clayton a |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2023 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vision Sensing Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 92838J103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 13, 2023 |
US92838J1034 / Vision Sensing Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d440613dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vision Sensing Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 92838J103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Sta |
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| February 13, 2023 |
US92838J1034 / Vision Sensing Acquisition Corp. / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vision Sensing Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 92838J103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 6, 2023 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Vision Sensing Acquisition Corp. Announces Payment of Fee to Extend Period to Consummate Business Combination Miami, FL – Monday, February 6, |
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| January 30, 2023 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Funding to Extend Period to Consummate Initial Business Combination Miami, FL – Monday, January 30, 2023 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”) a special purpose acquisition company, today announced that its sponsor, Vision Sensing, LLC, has requested an extension of the period of time the Company has |
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| January 30, 2023 |
Exhibit 2.1.1 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 2 to Business Combination Agreement (this “Amendment”) is made and entered into as of January 29, 2023 by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing |
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| January 30, 2023 |
EX-99.1 3 ex99-1.htm Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Funding to Extend Period to Consummate Initial Business Combination Miami, FL – Monday, January 30, 2023 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”) a special purpose acquisition company, today announced that its sponsor, Vision Sensing, LLC, has requested an extension of the period of |
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| January 30, 2023 |
Exhibit 2.1.1 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 2 to Business Combination Agreement (this “Amendment”) is made and entered into as of January 29, 2023 by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing |
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| January 30, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2023 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2023 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| January 25, 2023 |
Newsight Imaging to Present at Drive TLV Smart Mobility Events in Silicon Valley and Atlanta Filed by Newsight Imaging Ltd. /Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Newsight Imaging to Present at Drive TLV Smart Mobility Events in Silicon Valley and Atlanta NESS ZIONA, ISRAEL, Janua |
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| January 24, 2023 |
Filed by Newsight Imaging Ltd. /Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Watersight Awarded XTC Startup Competition First Place Win At The Annual Consumer Electronics Show In Las Vegas 2023 I |
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| January 5, 2023 |
Filed by Newsight Imaging Ltd. /Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Newsight Imaging and First International Computer Announce Partnership for LiDAR solution for Automotive Safety Co-dev |
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| December 13, 2022 |
425 1 form425.htm Filed by Newsight Imaging Ltd. /Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Newsight Imaging to Share Latest Advancements at CES 2023 in Las Vegas Newsight Executives to Attend |
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| December 8, 2022 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces that Newsight Imaging Ltd. has Filed a Registration Statement on Form F-4 Regarding their Planned Business Combination Miami, FL & Ness Ziona, Israel – December 8, 2022 – Vision Sensing Acquisition Corp. (NASDAQ: VSAC) (“VSAC”) a special purpose acquisition company, today announced that Newsight Imaging Ltd., an Israeli Company (“Newsight”) h |
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| December 8, 2022 |
425 1 form425.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction o |
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| December 8, 2022 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces that Newsight Imaging Ltd. has Filed a Registration Statement on Form F-4 Regarding their Planned Business Combination Miami, FL & Ness Ziona, Israel ? December 8, 2022 ? Vision Sensing Acquisition Corp. (NASDAQ: VSAC) (?VSAC?) a special purpose acquisition company, today announced that Newsight Imaging Ltd., an Israeli Company (?Newsight?) h |
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| December 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| November 30, 2022 |
425 1 form425.htm Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Newsight Imaging Technology Selected by Drive TLV for 2023 FastLane Commercialization Program Fastlane Program Introduces S |
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| November 23, 2022 |
Filed by Vision Sensing Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vision Sensing Acquisition Corp. Commission File No. 001-40983 Watersight Adds Global Companies to the AquaRing Water Monitoring Pilot Program AquaRing Field Test Begins at MEKOROT?s Water Monitoring Stat |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40983 VISION SENSING |
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| October 28, 2022 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Funding to Extend Period to Consummate Initial Business Combination Miami, FL ? Friday, October 28, 2022 ? Vision Sensing Acquisition Corp. (NASDAQ: VSAC) (the ?Company?) a special purpose acquisition company, today announced that its sponsor, Vision Sensing, LLC, has requested an extension of the period of time the Company has to consummate |
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| October 28, 2022 |
Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Funding to Extend Period to Consummate Initial Business Combination Miami, FL – Friday, October 28, 2022 — Vision Sensing Acquisition Corp. (NASDAQ: VSAC) (the “Company”) a special purpose acquisition company, today announced that its sponsor, Vision Sensing, LLC, has requested an extension of the period of time the Company has to consummate |
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| October 28, 2022 |
425 1 form425.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction o |
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| October 28, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) ( |
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| October 6, 2022 |
Podcast Interview – VASC/Newsight Exhibit 99.1 Podcast Interview – VASC/Newsight Jeff Kone: Welcome everyone, this is Jeff Kone with the Wall Street Resource. Today we have Vision Sensing Acquisition Corp. and joining us is George Sobek. He’s the Chairman and CEO. Garry Stein who is a Vision Sensing Director and, also, we have Eli Assoolin who is the CEO of Newsight Imaging. Good morning gentlemen. Garry Stein: Good morning, Jeff. |
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| October 6, 2022 |
425 1 form425.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of |
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| October 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) (C |
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| October 6, 2022 |
Podcast Interview – VASC/Newsight EX-99.1 CHARTER 2 ex99-1.htm Exhibit 99.1 Podcast Interview – VASC/Newsight Jeff Kone: Welcome everyone, this is Jeff Kone with the Wall Street Resource. Today we have Vision Sensing Acquisition Corp. and joining us is George Sobek. He’s the Chairman and CEO. Garry Stein who is a Vision Sensing Director and, also, we have Eli Assoolin who is the CEO of Newsight Imaging. Good morning gentlemen. Gar |
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| September 14, 2022 |
425 1 form425.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction |
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| September 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) |
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| September 14, 2022 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 Newsight Imaging to Begin Shipping the NSI9000, an Innovative Advanced Depth Sensor Chip for Automotive Lidars, Metaverse AR Glasses, Smart Cities and Other 3D Applications Ness Ziona, Israel – September 14, 2022 — Newsight Imaging Ltd. (“Newsight”), a leading semiconductor innovator developing proprietary 3D machine vision sensors, spectral vision chips and syste |
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| September 14, 2022 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 Newsight Imaging to Begin Shipping the NSI9000, an Innovative Advanced Depth Sensor Chip for Automotive Lidars, Metaverse AR Glasses, Smart Cities and Other 3D Applications Ness Ziona, Israel – September 14, 2022 — Newsight Imaging Ltd. (“Newsight”), a leading semiconductor innovator developing proprietary 3D machine vision sensors, spectral vision chips and syste |
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| September 6, 2022 |
Form of Founder Registration Rights Agreement Amendment Exhibit 10.3 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this ?Amendment?) is made and entered into as of [], 2022, and shall be effective as of the Closing (defined below) and subject to the condition that the Closing occurs, by and among (i) Newsight Imaging Ltd., an Israeli company (the ?Company?), (ii) Vision Sensing Acquisition Corp. |
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| September 6, 2022 |
425 1 form425.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of |
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| September 6, 2022 |
Exhibit 10.4 FORM OF VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made as of August 30, 2022, by and among (i) Newsight Imaging Ltd., an Israeli company (“Newsight”), (ii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), and (iii) the undersigned shareholder of Newsight (“Holder”). Any capitalized term used but not defined in this Agreement |
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| September 6, 2022 |
EX-10.5 7 ex10-5.htm Exhibit 10.5 FORM OF SPONSOR VOTING AGREEMENT This SPONSOR VOTING AGREEMENT (this “Agreement”), is entered into as of August 30, 2022, by and among Vision Sensing LLC, a Delaware limited liability company (“Sponsor”), Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), and Newsight Imaging Ltd., an Israeli company (the “Company”). Terms used but not defined in t |
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| September 6, 2022 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of August 30, 2022 by and between Newsight Imaging Ltd., an Israeli company (the ?Company?), Vision Sensing Acquisition Corp., a Delaware corporation (?VSAC?), and the undersigned (?Holder?). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such |
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| September 6, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) (C |
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| September 6, 2022 |
Exhibit 10.4 FORM OF VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made as of August 30, 2022, by and among (i) Newsight Imaging Ltd., an Israeli company (“Newsight”), (ii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), and (iii) the undersigned shareholder of Newsight (“Holder”). Any capitalized term used but not defined in this Agreement |
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| September 6, 2022 |
EX-10.5 7 ex10-5.htm Exhibit 10.5 FORM OF SPONSOR VOTING AGREEMENT This SPONSOR VOTING AGREEMENT (this “Agreement”), is entered into as of August 30, 2022, by and among Vision Sensing LLC, a Delaware limited liability company (“Sponsor”), Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), and Newsight Imaging Ltd., an Israeli company (the “Company”). Terms used but not defined in t |
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| September 6, 2022 |
Form of Assignment Assumption and Amendment to Warrant Agreement Exhibit 10.1 ASSIGNMENT, ASSUMPPTION AND AMENDMENT TO WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made as of [ ], 2022, by and among Newsight Imaging Ltd., a company organized under the laws of the State of Israel (the “Company”), Vision Sensing Acquisition Corp., a Delaware corporation (“SPAC”), and Continental Stock Transfer & Trust Comp |
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| September 6, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among NEWSIGHT IMAGING LTD., NEWSIGHT MERGERSUB, INC., and VISION SENSING ACQUISITION CORP. Dated as of August 30, 2022 Table of Contents Article I MERGER 3 1.1 Merger 3 1.2 Effective Time 4 1.3 Effect of the Merger 4 1.4 Organizational Documents of the Company and the Surviving Company 4 1.5 Directors and Officers of the Company 4 1.6 Directors an |
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| September 6, 2022 |
Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Newsight Imaging Ltd., an Israeli company (the “Company”), and the undersigned parties listed on the signature page hereto (each a “Holder” and collectively the “Holders”). RECITALS WHEREAS, on the date hereof, upon the closing (the “Closing”) of |
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| September 6, 2022 |
Exhibit 10.7 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is made and entered into as of [], 2022 and shall be effective as of the Closing Date and subject to the condition that the Closing occurs, by and between Newsight Imaging Ltd., an Israeli company (the ?Company?) and [insert name of applicable executive] (the ? |
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| September 6, 2022 |
Form of Non-Competition and Non-Solicitation Agreement Exhibit 10.7 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is made and entered into as of [], 2022 and shall be effective as of the Closing Date and subject to the condition that the Closing occurs, by and between Newsight Imaging Ltd., an Israeli company (the ?Company?) and [insert name of applicable executive] (the ? |
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| September 6, 2022 |
Form of Registration Rights Agreement Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Newsight Imaging Ltd., an Israeli company (the “Company”), and the undersigned parties listed on the signature page hereto (each a “Holder” and collectively the “Holders”). RECITALS WHEREAS, on the date hereof, upon the closing (the “Closing”) of |
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| September 6, 2022 |
EX-10.1 3 ex10-1.htm Exhibit 10.1 ASSIGNMENT, ASSUMPPTION AND AMENDMENT TO WARRANT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made as of [ ], 2022, by and among Newsight Imaging Ltd., a company organized under the laws of the State of Israel (the “Company”), Vision Sensing Acquisition Corp., a Delaware corporation (“SPAC”), and Continental Stock |
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| September 6, 2022 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of August 30, 2022 by and between Newsight Imaging Ltd., an Israeli company (the ?Company?), Vision Sensing Acquisition Corp., a Delaware corporation (?VSAC?), and the undersigned (?Holder?). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such |
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| September 6, 2022 |
EX-10.6 8 ex10-6.htm Exhibit 10.6 FIRST AMENDMENT TO LETTER AGREEMENT THIS FIRST AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of [insert Closing Date], 2022, by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), (iii) Vision Sensing LLC, a Delaware limited liability company |
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| September 6, 2022 |
Form of Insider Letter Amendment Exhibit 10.6 FIRST AMENDMENT TO LETTER AGREEMENT THIS FIRST AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of [insert Closing Date], 2022, by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC”), (iii) Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”) and |
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| September 6, 2022 |
EX-10.3 5 ex10-3.htm Exhibit 10.3 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [], 2022, and shall be effective as of the Closing (defined below) and subject to the condition that the Closing occurs, by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Vision Sens |
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| September 6, 2022 |
EX-2.1 2 ex2-1.htm Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among NEWSIGHT IMAGING LTD., NEWSIGHT MERGERSUB, INC., and VISION SENSING ACQUISITION CORP. Dated as of August 30, 2022 Table of Contents Article I MERGER 3 1.1 Merger 3 1.2 Effective Time 4 1.3 Effect of the Merger 4 1.4 Organizational Documents of the Company and the Surviving Company 4 1.5 Directors and Officers of the Company |
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| August 30, 2022 |
425 1 form425.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of |
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| August 30, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2022 VISION SENSING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction of incorporation) (C |
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| August 30, 2022 |
Exhibit 99.1 Newsight Imaging Ltd., an Innovative Israeli Semiconductor Company, Announces Signing of Definitive Agreement for Going Public via Business Combination with NASDAQ listed Vision Sensing Acquisition Corp. ● Vision Sensing Acquisition Corp. (“VSAC”) is a NASDAQ listed special purpose acquisition company trading under the ticker symbol “VSAC.” VSAC holds over US$102.5 million in its trus |
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| August 30, 2022 |
Investor Presentation, dated August 30, 2022 Exhibit 99.2 |
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| August 30, 2022 |
Exhibit 99.1 Newsight Imaging Ltd., an Innovative Israeli Semiconductor Company, Announces Signing of Definitive Agreement for Going Public via Business Combination with NASDAQ listed Vision Sensing Acquisition Corp. ● Vision Sensing Acquisition Corp. (“VSAC”) is a NASDAQ listed special purpose acquisition company trading under the ticker symbol “VSAC.” VSAC holds over US$102.5 million in its trus |
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| August 30, 2022 |
Exhibit 99.3 VSAC/NEWSIGHT LAUNCH PRESENTATION 30 August 2022 Eli Assoolin & George Sobek Presenting August 30, 2022 at 11:00 AM ET SETUP Pre-Record Session – August 26, 2022 – 8:00 am ET Please have all speakers dial into 1-855-778-9848 or 1-631-947-0085 followed by 11971# at 8:00 am Eastern Time on August 26, 2022 to pre-record their prepared remarks for the Newsight Imaging to Go Public in Merg |
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| August 30, 2022 |
Exhibit 99.3 VSAC/NEWSIGHT LAUNCH PRESENTATION 30 August 2022 Eli Assoolin & George Sobek Presenting August 30, 2022 at 11:00 AM ET SETUP Pre-Record Session – August 26, 2022 – 8:00 am ET Please have all speakers dial into 1-855-778-9848 or 1-631-947-0085 followed by 11971# at 8:00 am Eastern Time on August 26, 2022 to pre-record their prepared remarks for the Newsight Imaging to Go Public in Merg |
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| August 30, 2022 |
Investor Presentation, dated August 30, 2022 Exhibit 99.2 |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40983 Vision Sensing Acquisiti |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40983 Vision Sensing Acquisit |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40983 Vision Sensing Ac |
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| March 31, 2022 |
Description of Registrant’s Securities.* EX-4.5 2 ex4-5.htm Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of Arogo Capital Acquisition Corp. does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended and bylaws, each of which are incorporat |
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| February 14, 2022 |
SC 13G 1 vsac13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vision Sensing Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 92838J103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| January 14, 2022 |
Feis Lawrence Michael - SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Vision Sensing Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class of Securities) 92838J103 (CUSI |
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| December 22, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 Vision Sensing Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants Miami, FL / December 22, 2021 / Vision Sensing Acquisition Corp. (Nasdaq: VSACU) (“Vision Sensing” or the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, |
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| December 22, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40983 87-2323481 |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40983 Vision Sensing Acqu |
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| November 10, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vision Sensing Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 92838J202 (CUSIP Number) November 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| November 9, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Vision Sensing Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of Vi |
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| November 9, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2021 (November 3, 2021) Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40983 87-2323481 (State or other jurisdiction |
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| November 3, 2021 |
Administrative Agreement by and between the Registrant and Vision Sensing, LLC. (2) EX-10.6 10 ex10-6.htm Exhibit 10.6 VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, FL 33130 November 1, 2021 Vision Sensing LLC Suite 500, 78 SW 7th Street Miami, FL 33130 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Vision Sensing Acquisition Corp. (the “Company”) and Vision Sensing LLC (the “Sponsor”), dated as of the date he |
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| November 3, 2021 |
Registration Rights Agreement, between the Registrant and certain securityholders. (2) Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 1, 2021, is made and entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation (the ?Company?), Vision Sensing LLC, a Delaware limited liability company (the ?Sponsor?, and together with any other parties listed on the signature pages hereto and any person |
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| November 3, 2021 |
Amended and Restated Certificate of Incorporation. (2) EX-3.1 3 ex3-1.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VISION SENSING ACQUISITION CORP. October 29, 2021 Vision Sensing Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Vision Sensing Acquisition Corp.”. The original certificate of inco |
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| November 3, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 1, 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. |
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| November 3, 2021 |
Exhibit 1.1 8,800,000 Units Vision Sensing Acquisition Corp. UNDERWRITING AGREEMENT October 29, 2021 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Vision Sensing Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agree |
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| November 3, 2021 |
Exhibit 10.1 November 1, 2021 Vision Sensing Acquisition Corp. Suite 500, 78 SW 7th Street Miami, FL 33130 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), an |
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| November 3, 2021 |
Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. (2) Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of November 1, 2021, is by and between Vision Sensing Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, the Company is engaged in an initial public offe |
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| November 3, 2021 |
Exhibit 99.2 Vision Sensing Acquisition Corp. Announces Closing of Initial Public Offering and Full Exercise of Over-Allotment Option Miami, FL, November 3, 2021 ? Vision Sensing Acquisition Corp. (the ?Company?), a newly incorporated blank check company, today announced the closing of its initial public offering of 10,120,000 units, including 1,320,000 units issued pursuant to the underwriters? f |
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| November 3, 2021 |
Vision Sensing Acquisition Corp. Announces Pricing of $88 Million Initial Public Offering EX-99.1 11 ex99-1.htm Exhibit 99.1 Vision Sensing Acquisition Corp. Announces Pricing of $88 Million Initial Public Offering Miami, FL, October 29, 2021 — Vision Sensing Acquisition Corp. (the “Company”), a newly incorporated blank check company, today announced the pricing of its initial public offering of 8,800,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Globa |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2021 (October 29, 2021) Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001- 40983 87-2323481 (State or other jurisdiction |
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| November 3, 2021 |
Form of Indemnity Agreement. (2) Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of November 1, 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with |
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| November 3, 2021 |
Placement Unit Purchase Agreement between the Registrant and Vision Sensing LLC. (2) EX-10.4 8 ex10-4.htm Exhibit 10.4 PLACEMENT UNIT PURCHASE AGREEMENT This PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of November 1, 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130, and Vision Sensing LLC, a Delaware limited liability company (the |
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| November 1, 2021 |
Vision Sensing Acquisition Corp. 8,800,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-259766 PROSPECTUS $88,000,000 Vision Sensing Acquisition Corp. 8,800,000 Units Vision Sensing Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we ref |
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| October 29, 2021 | ||
| October 28, 2021 |
8-A12B 1 form8a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vision Sensing Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-2323481 (State of Incorporation or Organization) (I.R.S. Employer Identi |
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| October 28, 2021 |
Vision Sensing Acquisition Corp. Suite 500, 78 SW 7th Street Miami, Florida 33130 Vision Sensing Acquisition Corp. Suite 500, 78 SW 7th Street Miami, Florida 33130 VIA EDGAR October 28, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Austin Wood Re: Vision Sensing Acquisition Corp. Registration Statement on Form S-1 Filed September 24, 2021, as amended File No. 333-2597 |
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| October 28, 2021 |
EF HUTTON, division of Benchmark Investments, LLC CORRESP 1 filename1.htm EF HUTTON, division of Benchmark Investments, LLC October 28, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Austin Wood Re: Vision Sensing Acquisition Corp. Registration Statement on Form S-1 Filed September 24, 2021, as amended File No. 333-259766 A |
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| October 12, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders.** Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2021, is made and entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation (the ?Company?), Vision Sensing LLC, a Delaware limited liability company (the ?Sponsor?, and together with any other parties listed on the signature pages hereto and any person or enti |
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| October 12, 2021 |
Form of Compensation Committee Charter.** Exhibit 99.2 VISION SENSING ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incentive c |
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| October 12, 2021 |
Form of Placement Unit Purchase Agreement between the Registrant and Vision Sensing LLC.** Exhibit 10.7 PLACEMENT UNIT PURCHASE AGREEMENT This PLACEMENT UNIT PURCHASE AGREEMENT (this ?Agreement?) is made as of [], 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the ?Company?), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130, and Vision Sensing LLC, a Delaware limited liability company (the ?Subscriber?), having its pri |
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| October 12, 2021 |
Specimen Class A Common Stock Certificate. (1) Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [*] VISION SENSING ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF VISION SENSING ACQUISITION CORP. (THE “COMPANY”) transferable on the books |
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| October 12, 2021 |
Form of Underwriting Agreement.** Exhibit 1.1 8,800,000 Units Vision Sensing Acquisition Corp. UNDERWRITING AGREEMENT , 2021 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Vision Sensing Acquisition Corp., a Delaware corporation (?Company?), hereby confirms its agreement with |
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| October 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Vision Sensing Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, the Company is engaged in an initial public offering (t |
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| October 12, 2021 |
Specimen Warrant Certificate. (2) EX-4.3 5 ex4-3.htm Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW VISION SENSING ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [*] Warrant Certificate This Warrant Certificate certifies that , or registered |
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| October 12, 2021 |
Specimen Unit Certificate. (1) Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [*] VISION SENSING ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND THREE-QUARTERS quarters OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common sto |
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| October 12, 2021 |
EX-14 12 ex14.htm Exhibit 14 VISION SENSING ACQUISITION CORP. Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the juri |
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| October 12, 2021 |
Form of Indemnity Agreement.** Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [], 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate |
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| October 12, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 12, 2021 S-1/A 1 forms-1a.htm As filed with the U.S. Securities and Exchange Commission on October 12, 2021 Registration No. 333-259766 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-2323481 (Sta |
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| October 12, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-2597 |
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| October 12, 2021 |
Form of Audit Committee Charter.** EX-99.1 14 ex99-1.htm Exhibit 99.1 VISION SENSING ACQUISITION CORP. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial stateme |
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| October 5, 2021 |
United States securities and exchange commission logo October 5, 2021 George Sobek Chief Executive Officer VISION SENSING ACQUISITION CORP. |
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| September 24, 2021 |
Form of Letter Agreement among the Registrant and our officers, directors and Vision Sensing LLC.* Exhibit 10.1 [], 2021 Vision Sensing Acquisition Corp. Suite 500, 78 SW 7th Street Miami, FL 33130 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation (the ?Company?), and EF Hut |
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| September 24, 2021 |
Form of Administrative Support Agreement by and between the Registrant and Vision Sensing LLC.* Exhibit 10.9 VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, FL 33130 [], 2021 Vision Sensing LLC Suite 500, 78 SW 7th Street Miami, FL 33130 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Vision Sensing Acquisition Corp. (the “Company”) and Vision Sensing LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreeme |
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| September 24, 2021 |
Exhibit 3.3 BYLAWS OF VISION SENSING ACQUISITION CORP. Adopted as of August 13, 2021 ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Vision Sensing Acquisition Corp. (the “Corporation”) will be fixed in the certificate of incorporation of the Corporation, as may be amended or restated from time to time (the “Certificate of Incorporation”). Section 1.02 Other Offices. The |
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| September 24, 2021 |
Securities Subscription Agreement between the Registrant and Vision Sensing LLC. (1) EX-10.5 8 ex10-5.htm Exhibit 10.5 VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, Florida 33130 September 2, 2021 Vision Sensing LLC Suite 500, 78 SW 7th Street Miami, Florida 33130 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on August 20, 2021 by and between Vision Sensing LLC, a Delaware limited liability compa |
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| September 24, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 24, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vision Sensing Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-2323481 (State or other jurisdiction of incorporation or |
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| September 24, 2021 |
Form of Amended and Restated Certificate of Incorporation.* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VISION SENSING ACQUISITION CORP. [ ], 2021 Vision Sensing Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “ Vision Sensing Acquisition Corp.”. The original certificate of incorporation of the Corporat |
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| September 24, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Vision Sensing Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, the Company is engaged in an initial public offering (t |
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| September 24, 2021 |
Promissory Note, issued to Vision Sensing LLC (1) EX-10.2 7 ex10-2.htm Exhibit 10.2 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACT |
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| September 24, 2021 |
Certificate of Incorporation.* Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Vision Sensing Acquisition Corp. August 13, 2021 The undersigned, for the purposes of forming and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), hereby certifies as follows: ARTICLE I NAME The name of the corporation is Vi |
