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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) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
Suite
500, 78 SW 7th Street, Miami, FL 33130
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (783) 633-2520
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange
on
Which Registered |
Class A Common Stock, $0.0001 par value per share |
|
VSAC |
|
The Nasdaq Stock Market
LLC |
Redeemable Warrants, each warrant exercisable for one
share of Class A Common Stock at an exercise price of $11.50 per share |
|
VSACW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
Merger
Agreement
This
section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms
thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which
is attached hereto as Exhibit 2.1. Stockholders of Vision Sensing Acquisition Corp. and other interested parties are urged to read the
Merger Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.
On
January 12, 2024, Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC” or “SPAC”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Mediforum Co. Ltd., a registered company organized under the laws
of the Republic of Korea (“Mediforum” or the “Company”).
Restructuring
and Redomestication
Prior
to the Closing, Mediforum will restructure and redomesticate (“Restructuring and Redomestication”) to the British Virgin
Islands (the “BVI Company”).
The
Mergers
Pursuant
to the terms of the Merger Agreement, a new British Virgin Islands business company (“PubCo”), a British Virgin Islands company
and a wholly owned direct subsidiary of PubCo (“Merger Sub 1”), and a Delaware limited liability company and a wholly owned
direct subsidiary of PubCo (“Merger Sub 2”) will be formed no later than the business day immediately prior to February 15,
2024 (the “Amendment Date”), for the purpose of participating in the transactions contemplated by the Merger Agreement, including,
without limitation, (a) the merger of Merger Sub 1 with and into the BVI Company, with the BVI Company surviving such merger as a wholly
owned subsidiary of PubCo (the “Initial Merger”), and (b) the merger of Merger Sub 2 with and into SPAC, with SPAC surviving
such merger as a wholly owned subsidiary of PubCo (the “SPAC Merger” and together with the Initial Merger, the “Mergers”,
and together with the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Transactions”).
The requisite members of the board of directors of SPAC (the “Board”) have (i) approved and declared advisable the Merger
Agreement and the Transactions and (ii) resolved to recommend the approval and adoption of the Merger Agreement and the Transactions
by the stockholders of SPAC.
The
consideration for the Mergers (the “Merger Consideration”) will be $250,000,000. The Merger Consideration will be payable
100% in 25,000,000 PubCo ordinary shares valued at $10.00 per share.
The
Merger Agreement contains customary representations and warranties, covenants, and closing conditions of the parties thereto. The Merger
Agreement provides that VSAC, Mediforum, PubCo, Merger Sub 1 and Merger Sub 2 shall, no later than February 15, 2024, execute an amendment
and restatement of the Merger Agreement (the “ARBCA”), which shall contain the mutual agreement of the parties as to all
of the issues set forth in Section 6.8(a) of the Merger Agreement. including, among others, agreement on additional earnout consideration,
the finalized form of ancillary agreements, VSAC’s completion of due diligence on Mediforum, and D&O insurance coverage amount.
If the parties fail to execute the ARBCA prior to the Amendment Date, either party can terminate the Merger Agreement.
Treatment
of Securities
Merger
Sub 1 Shares. At the effective time of the Initial Merger (the “Initial Merger Effective Time”), by virtue of the
Initial Merger and without any action on the part of any party to the Merger Agreement or the holders of shares of Merger Sub 1, each
share of Merger Sub 1 that is issued and outstanding immediately prior to the Initial Merger Effective Time shall automatically be converted
into an equal number and class of shares of the BVI Company, which shares shall constitute the only outstanding shares of the BVI Company.
Ordinary
Shares of the BVI Company. At the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on the
part of any party to the Merger Agreement or the holders of ordinary shares of the BVI Company (“BVI Company Shares”), each
BVI Company Share that is issued and outstanding immediately prior to the Initial Merger Effective Time (other than any treasury shares
or Dissenting BVI Company Shares (as defined in the Merger Agreement)), shall automatically be cancelled and cease to exist in exchange
for the right to receive, such number of newly issued ordinary shares of PubCo (“PubCo Shares”) equal to the BVI Company
Exchange Ratio (as defined in the Merger Agreement), rounded up to the nearest whole share, as such calculations are set forth in the
Payment Spreadsheet (as defined in the Merger Agreement) as to each holder set forth therein ((which shall total an aggregate of 25,000,000
PubCo Shares, and are referred to as the “Merger Consideration Shares”). As of the Initial Merger Effective Time, each BVI
Company Shareholder (as defined in the Merger Agreement) shall cease to have any other rights in and to the BVI Company or the surviving
corporation (other than appraisal and dissenter’s rights).
SPAC
Units. At the effective time of the SPAC Merger (the “SPAC Merger Effective Time”), each unit of SPAC, each unit
comprising one share of SPAC Class A Common Stock (as defined in the Merger Agreement) and three-quarters of one SPAC Warrant (as defined
in the Merger Agreement) (each, a “SPAC Unit”), that is outstanding immediately prior to the SPAC Merger Effective Time shall
be automatically separated and the holder thereof shall be deemed to hold one share of SPAC Class A Common Stock and three-quarters of
one SPAC Warrant in accordance with the terms of the applicable SPAC Unit, which underlying securities of SPAC shall be adjusted in accordance
with the applicable terms of Section 2.3(g) of the Merger Agreement.
SPAC
Common Stock. At the SPAC Merger Effective Time, and immediately following the separation of each SPAC Unit in accordance with
Section 2.3(g)(i) of the Merger Agreement in accordance with Section 2.3(g)(ii) of the Merger Agreement, by virtue of the SPAC Merger
and conditioned on the consummation of the Mergers and without any action on the part of any party to the Merger Agreement or the holders
of SPAC Capital Stock each share of SPAC Class A Common Stock that is issued and outstanding immediately prior to the SPAC Merger Effective
Time, shall automatically be cancelled and cease to exist in exchange for the right to receive a newly issued PubCo Share. As of the
SPAC Merger Effective Time, each SPAC Stockholder shall cease to have any other rights in and to SPAC.
SPAC
Warrants. At the SPAC Merger Effective Time, without any action on the part of any holder of a SPAC Warrant, each SPAC Warrant
that is issued and outstanding immediately prior to the SPAC Merger Effective Time (but after giving effect to the separation of each
SPAC Unit in accordance with Section 2.3(g)(i) of the Merger Agreement) shall no longer entitle the holder thereof to purchase the number
of shares of SPAC Class A Common Stock set forth therein and in substitution thereof such SPAC Warrant shall entitle the holder thereof
to acquire such equal number of PubCo Shares (each, an “Assumed Warrant”). Each Assumed Warrant shall continue to have and
be subject to substantially the same terms and conditions as were applicable to such SPAC Warrant as of immediately prior to the SPAC
Merger Effective Time, except that each Assumed Warrant shall be exercisable for shares of PubCo Shares rather than SPAC Class A Common
Stock.
Item
7.01 Regulation FD Disclosure.
Press
Release
On
January 16, 2024, SPAC and the Company issued a joint press release announcing the execution of the Merger Agreement and related information,
a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The
press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed
incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language
in the filing.
Forward-Looking
Statements
This
Current Report on Form 8-K (this “Form 8-K”) is provided for informational purposes only and has been prepared to assist
interested parties in making their own evaluation with respect to a potential business combination (the “Proposed Business Combination”)
between Mediforum and VSAC and related transactions and for no other purpose. No representations or warranties, express or implied are
given in, or in respect of, this Form 8-K. To the fullest extent permitted by law in no circumstances will Mediforum, VSAC or any of
their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents
be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Form 8-K, its
contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise
arising in connection therewith. Industry and market data used in this Form 8-K have been obtained from third-party industry publications
and sources as well as from research reports prepared for other purposes. Neither Mediforum nor VSAC has independently verified the data
obtained from these sources. This data is subject to change. In addition, this Form 8-K does not purport to be all-inclusive or to contain
all the information that may be required to make a full analysis of Mediforum or the Proposed Business Combination. Viewers of this Form
8-K should each make their own evaluation of Mediforum and of the relevance and adequacy of the information and should make such other
investigations as they deem necessary.
In
addition, this Form 8-K includes a summary set of risk factors that may have a material impact on Mediforum. These are not intended to
capture all the risks to which Mediforum or the Proposed Business Combination is subject or may be subject, and we encourage investors
to review the risk factors set forth in the Registration Statement on Form F-4 to be filed with the SEC with respect to the Proposed
Business Combination (as described further below). If any of these risks materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither VSAC
nor Mediforum presently know or that VSAC and Mediforum currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition, forward-looking statements reflect VSAC’s and Mediforum’s
expectations, plans or forecasts of future events and views as of the date of this Form 8-K. VSAC and Mediforum anticipate that subsequent
events and developments will cause VSAC’s and Mediforum’s assessments to change. However, while VSAC and Mediforum may elect
to update these forward-looking statements at some point in the future, VSAC and Mediforum specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as representing VSAC’s and Mediforum’s assessments as of any
date subsequent to the date of this Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. The
financial information and data contained in this Form 8-K is unaudited and does not conform to Regulation S-X promulgated under the Securities
Act of 1933, as amended (the “Securities Act”). Accordingly, such information and data may not be included in, may be adjusted
in, or may be presented differently in, the Registration Statement (as defined below) to be filed by Mediforum with the SEC.
This
Form 8-K contains, and certain oral statements made by representatives of VSAC and Mediforum and their respective affiliates, from time
to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. VSAC’s and Mediforum’s actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such
as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “might” and “continues,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, VSAC’s and Mediforum’s
expectations with respect to future performance and anticipated financial impacts of the transactions (the “Transactions”)
contemplated by the Merger Agreement, the satisfaction of the closing conditions to the Transactions and the timing of the completion
of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual results to
differ materially from expected results. Most of these factors are outside of the control of VSAC or Mediforum and are difficult to predict.
Factors that may cause such differences include but are not limited to: (i) the expected timing and likelihood of completion of the Transactions,
including the risk that the Transactions may not close due to one or more closing conditions to the Transactions in the definitive Merger
Agreement not being satisfied or waived on a timely basis or otherwise, or that the required approval of the Merger Agreement and related
matters by the shareholders of Mediforum and VSAC are not obtained; (ii) VSAC’s failure to retain sufficient cash in its trust
account or find replacement financing in order to meet the minimum cash condition in the Merger Agreement; (iii) the occurrence of any
event, change or other circumstances that could give rise to the termination of the Merger Agreement; (iv) the ability of Mediforum to
meet Nasdaq listing standards following the Transactions and in connection with the consummation thereof; (v) costs related to the proposed
Transactions; (vi) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects
of Mediforum or VSAC; (vi) the disruption of Mediforum management time from ongoing business operations due to the proposed Transactions;
(vii) announcements relating to the Transactions having an adverse effect on the market price of VSAC’s securities; (viii) failure
to realize the anticipated benefits of the Proposed Business Combination or risk relating to the uncertainty of any prospective financial
information of Mediforum; (ix) the effect of the Transactions and the announcement thereof on the ability of Mediforum to retain customers
and retain and hire key personnel and maintain relationships with its suppliers and customers and on its operating results and businesses
generally; (x) the failure of Mediforum to meet projected development and production targets; (xi) changes in applicable laws or regulations,
including laws and regulations affecting the market for Mediforum’s products; (xii) the possibility that the combined company may
be adversely affected by other economic, business, and/or competitive factors, or the continuing effects of the COVID-19 pandemic, the
worsening thereof or other future pandemics; (xiii) fluctuations or effects on Mediforum’s ability to implement its business strategy,
maintain or grow customers or distributors or the price, availability and quality of raw materials and contracted products as well as
currency fluctuations, and (xiv) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from
time to time in other reports and other public filings with the SEC by VSAC, including its 10-K and 10-Q, or that Mediforum intends to
file with the SEC, including in the Registration Statement. The foregoing list of factors is not exclusive. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. There may be additional risks that neither VSAC nor Mediforum presently know, or that
VSAC and Mediforum currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking
statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
VSAC and Mediforum undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they
were made except as required by law or applicable regulation.
Additional
Information About the Proposed Business Combination and Where to Find It
In
connection with the Proposed Business Combination, Mediforum intends to file relevant materials with the SEC, including the Registration
Statement, which will include a proxy statement/prospectus of VSAC, and a prospectus for the registration of Mediforum securities in
connection with the Proposed Business Combination. The parties urge its investors, shareholders, and other interested persons to read,
when available, the preliminary proxy statement/prospectus and definitive proxy statement/prospectus, in each case when filed with the
SEC and documents incorporated by reference therein because these documents will contain important information about VSAC, Mediforum
and the Proposed Business Combination. After the registration statement is declared effective by the SEC, the definitive proxy statement/prospectus
and other relevant documents will be mailed to the shareholders of VSAC as of the record date in the future to be established for voting
on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters.
Shareholders of VSAC and other interested persons are advised to read, when available, these materials (including any amendments or supplements
thereto) and any other relevant documents in connection with VSAC’s solicitation of proxies for the meeting of shareholders to
be held to approve, among other things, the Proposed Business Combination, because they will contain important information about VSAC,
Mediforum and the Proposed Business Combination. Shareholders and other interested persons will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the
Proposed Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to:
VSAC Acquisition Corp., Attention: Garry Stein, telephone: +852 9858 0029. The information contained on, or that may be accessed through,
the websites referenced in this Form 8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K.
Non-Solicitation
This
Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Item
9.01 Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
VISION
SENSING ACQUISITION CORP. |
|
|
|
|
By: |
/s/
George Sobek |
|
Name: |
George
Sobek |
|
Title: |
President
& Chief Executive Officer |
|
|
|
Dated:
January 16, 2024 |
|
|
Exhibit
2.1
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 derived from natural material i.e., Korean and oriental traditional medicine to ensure safety
and efficacy. |
|
|
|
|
● |
Mediforum
has been principally involved in drug development with two pipeline drugs: PM012 for Alzheimer’s Disease (AD); and
MF018 for Chemotherapy-Induced Peripheral Neuropathy (CIPN), both currently are in Phase 2b and Phase 2 clinical trials
in Korea, respectively. |
|
|
|
|
● |
Vision
Sensing Acquisition Corp. (“VSAC”) is a NASDAQ listed special purpose acquisition company trading under the ticker
symbol “VSAC.” |
|
|
|
|
● |
Mediforum
will have a pre-money enterprise value of US$250 million at closing, and is also looking to secure additional financing in an amount
up to US$50 million from private placement of equity, debt or other alternative financing. |
New
York, NY — January 16, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”
or “VSAC”), a special purpose acquisition company, announced today that it has entered into a definitive Agreement
and Plan of Merger (the “Merger Agreement”) with Mediforum Co., Ltd (“Mediforum”), a prominent biotechnology
company based in Korea, specializes in the research and development of ethical drugs, diagnostic reagents, and strategic application
products, providing for a proposed business combination that, if consummated, will result in Mediforum becoming a publicly listed company.
Subject to the terms and conditions set forth in the Merger Agreement, upon the closing of the transactions, the combined company will
listed on NASDAQ under a new ticker symbol.
Mediforum,
a leading biotechnology firm in Korea, stands as a global pioneer in biotechnology, dedicated to advancing biomedical sciences through
innovative and ethical practices. Founded by accomplished researchers, the company’s mission revolves around improving the quality
of life for those facing conditions such as Alzheimer’s disease (AD) and neuropathic pain. With a diverse portfolio ranging from
anti-dementia medications to health functional foods, Mediforum is at the forefront of biomedical innovation. Notably, their flagship
product, PM012, is currently undergoing Phase 2b clinical trials for Alzheimer’s disease (AD) with plans for subsequent Phase 3
trials in Korea and the U.S. Additionally, PM012 is exploring indication expansion for Parkinson’s disease (PD) and stroke, showcasing
its potential in addressing broader neurological challenges. Actively addressing the non-narcotic therapies, Mediforum is also developing
MF018, currently in Phase 2 clinical trials for Chemotherapy-Induced Peripheral Neuropathy (CIPN). Following the successful Phase 2 trials,
Phase 3 clinical trials are planned in Korea and the U.S. for MF018. The evaluation for diabetic peripheral neuropathy (DPN) further
positions MF018 as a versatile solution in neuropathic conditions. The company recently achieved a milestone by becoming the first Korean
biotech entity to list on NASDAQ, solidifying its global industry leadership. Mediforum’s corporate culture, centered on technology,
innovation, and leadership, underscores its commitment to transformative healthcare solutions.
Mediforum’s
current management team is expected to continue running the combined company after the transaction.
“Mediforum
is thrilled to announce the merger with VSAC and its debut on the NASDAQ. The company has made significant progress in the field of Alzheimer’s
disease (AD) treatment development, and the recently released interim results from the Phase 2b clinical trial are reinforcing the company’s
success in this area. The company’s Alzheimer’s disease (AD) treatment, fundamentally different from existing treatments,
is a ground-breaking therapeutic agent that effectively treats dementia. If launched, it is expected to debut as a revolutionary treatment
in the field of biomedicine.” said Chankyu Kim, Chairman of Mediforum.
George
Sobek, Chief Executive Officer of VSAC added, “We are very excited about the business combination with Mediforum and the opportunity
the transaction affords to our investors. Mediforum has built a unique pipeline of pharmaceutical formulations that have shown great
promise in treatment for Alzheimer’s, Parkinson’s disease, stroke and Chemotherapy Induced Peripheral Neuropathy. We are
pleased to participate in these important contributions toward treatment of these major conditions.”
“Facilitating
and coordinating this collaboration among the parties was no small feat. Despite the challenges posed by experiential differences and
diverse origins, our collective commitment and strategic vision have triumphed. I commend the dedicated efforts of all parties involved”
said Jason Wong, Founder and CEO of Norwich Capital Limited
Transaction
Terms
Under
the terms of the Merger Agreement, a new company will be formed in British Virgin Islands (“PubCo”) for the purpose of participating
in the transactions contemplated in the Merger Agreement and becoming the publicly traded holding company upon the closing of the business
combination. Prior to the closing, (i) Mediforum will restructure and redomesticate (“Restructuring and Redomestication”)
to the British Virgin Islands (the “BVI Company”); (ii) Merger Sub 1, a British Virgin Islands business company and wholly
owned subsidiary of PubCo, will be formed for the purpose merging with and into the BVI Company (“Initial Merger”), the separate
existence of Merger Sub 1 will cease and the BVI Company will be the surviving corporation of the Initial Merger; (iii) Merger Sub 2,
a Delaware company and wholly owned subsidiary of PubCo, will be formed for the purpose merging with and into VSAC (“SPAC Merger”),
the separate existence of Merger Sub 2 will cease and VSAC will be the surviving corporation of the SPAC Merger. Both the surviving corporations
of Initial Merger and SPAC Merger will be direct wholly owned subsidiaries of PubCo.
The
consideration for the transaction (the “Merger Consideration”) shall be $250,000,000. Upon the closing, the shareholders
of the BVI Company will receive 25,000,000 Class A Ordinary Shares of PubCo, valued at $10.00 per share (“PubCo Shares”),
as the Merger Consideration.
The
description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement
relating to the transaction, a copy of which will be filed by VSAC with the SEC as an exhibit to a Current Report on Form 8-K. Other
interested parties are urged to read the Merger Agreement in its entirety.
About
Mediforum
Mediforum
Co., Ltd is a leading Korean biotechnology company established in 2015, headquartered in Seoul, Korea and led by a management team that
has a deep understanding of the biotech industry and a proven track record of success. Mediforum’s mission is to enhance the quality
of life for those facing conditions like Alzheimer’s disease (AD) and neuropathic pain. With a diverse portfolio, including anti-dementia
medications and health functional foods, our flagship product, PM012, is currently in Phase 2b trials for Alzheimer’s disease (AD),
with plans for subsequent Phase 3 trials in Korea and the U.S. PM012 also explores indications for Parkinson’s disease (PD) and
stroke. Addressing the non-narcotic therapies, MF018 is in Phase 2 for Chemotherapy-Induced Peripheral Neuropathy (CIPN), with Phase
3 trials planned. Its versatility extends to Diabetic Peripheral Neuropathy (DPN). As Mediforum anticipate its listing on NASDAQ, Mediforum
is poised to become the first Korean biotech on this global platform, solidifying their commitment to technology, innovation, and transformative
healthcare solutions. For more information, please visit: http://gmediforum.com/us.
Norwich
Capital Limited and American General Business Association & SME Overseas IPO Capital Group are acting as the Lead Advisor and Co-Advisor
for Mediforum, Loeb & Loeb LLP is acting as the US Legal Counsel to Mediforum and Next Law LLP is acting as the Korean Legal Counsel
to Mediforum.
About
Vision Sensing Acquisition Corp.
Vision
Sensing Acquisition Corp. (“VSAC”) is a Special Purpose Acquisition Company (“SPAC”) that has been
established to focus on the acquisition of a private technology company. For more information visit www.vision-sensing.com.
EF
Hutton, division of Benchmark Investments, LLC, is serving as Capital Market Advisor to VSAC and ARC Group Limited is serving as Financial
Advisor to VSAC.
Forward-Looking
Statements
This
press release contains, and certain oral statements made by representatives of VSAC, Mediforum, and their respective affiliates, from
time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. VSAC’s and Mediforum’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “might” and “continues,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, VSAC’s and Mediforum’s
expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the
closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements
involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these
factors are outside the control of VSAC or Mediforum and are difficult to predict. Factors that may cause such differences include, but
are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger
Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against VSAC
or Mediforum following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete
the business combination, including due to failure to obtain approval of the shareholders of VSAC or other conditions to closing in the
Merger Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from insurance
regulators) required to complete the transactions contemplated by the Merger Agreement; (5) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close;
(6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on Nasdaq following the business
combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation
of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected
by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;
(9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that Mediforum or
the combined company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties
to be identified in the Form S-4 or Form F-4 filed by VSAC (when available) relating to the business combination, including those under
“Risk Factors” therein, and in other filings with the Securities and Exchange Commission (“SEC”) made by VSAC
and Mediforum. VSAC and Mediforum caution that the foregoing list of factors is not exclusive. VSAC and Mediforum caution readers not
to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither VSAC or Mediforum undertakes
or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable
law. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this
press release.
Additional
Information and Where to Find It
In
connection with the proposed transaction, VSAC and Mediforum intend to cause a registration statement on Form F-4 or S-4 to be filed
with the SEC, which will include a proxy statement to be distributed to VSAC’s stockholders in connection with VSAC’s solicitation
for proxies for the vote by VSAC’s stockholders in connection with the proposed transaction and other matters as described in the
registration statement, as well as a prospectus relating to Mediforum’s securities to be issued in connection with the proposed
transaction. VSAC’s stockholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus
and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with VSAC’s solicitation
of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed transaction, because these
documents will contain important information about VSAC, Mediforum, and the proposed transaction. After the registration statement is
filed and declared effective, VSAC will mail a definitive proxy statement and other relevant documents to its stockholders as of the
record date to be established for voting on the proposed transaction. Stockholders may also obtain a copy of the preliminary and definitive
proxy statement/prospectus to be included in the registration statement, once available, as well as other documents filed with the SEC
regarding the proposed transaction and other documents filed with the SEC, without charge, at the SEC’s website located at www.sec.gov.
Participants
in the Solicitation
VSAC,
Mediforum, and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitations of proxies from VSAC’s stockholders in connection with the proposed transaction.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of VSAC’s stockholders in
connection with the proposed transaction will be set forth in the proxy statement/prospectus included in the Registration Statement to
be filed with the SEC in connection with the proposed transaction. You can find more information about VSAC’s directors and executive
officers in VSAC’s final prospectus related to its initial public offering. Additional information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when
it becomes available. Stockholders, potential investors, and other interested persons should read the proxy statement/prospectus carefully
when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources
indicated above.
No
Offer or Solicitation
This
press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the potential transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities of VSAC,
Mediforum or the combined company, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Important
Information
Vision
Sensing Acquisition Corp. (“VSAC”), and their respective directors, executive officers and employees and other persons may
be deemed to be participants in the solicitation of proxies from the holders of VSAC’s securities in respect of the proposed transaction
described herein. Information about VSAC’s directors and executive officers and their ownership of VSAC’s securities is set
forth in VSAC’s Annual Report on Form 10-K filed with the SEC, as modified or supplemented by any Form 3 or Form 4 filed with the
SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included
in the Form S-4 or Form F-4 pertaining to the proposed transaction when it becomes available. These documents can be obtained free of
charge from the sources indicated below.
Contacts
For
Vision Sensing Acquisition Corp.:
George
Peter Sobek, Chairman and CEO
georgesobek@hotmail.co.uk
For
Mediforum Co., Ltd:
Chankyu
Kim, Chairman and Founder
kimchankyu@gmediforum.com
Jae
Eon Jung, CEO
jejung@gmediforum.com
For
Norwich Capital Limited, Lead Advisor for Mediforum:
Jason
Wong, Chairman and CEO
enquiry@norwichhk.com
For
American General Business Association & SME Overseas IPO Capital Group, Co-Advisor for Mediforum:
Bo
Heng, Liu, Rong Long, Xu and Chan Youn, Park
henry@agba-group.com
& agba@agba-smes.com
SOURCE:
Vision Sensing Acquisition Corp. & Mediforum Co., Ltd.
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Vision Sensing Acquisition (NASDAQ:VSACU)
過去 株価チャート
から 9 2024 まで 10 2024
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から 10 2023 まで 10 2024