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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 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) |
|
(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
7.01 Regulation FD Disclosure.
Press
Release
Vision
Sensing Acquisition Corp. (“VSAC” or “the Company”), previously announced, on January 23, 2024,
that VSAC had received a staff determination letter, on January 17, 2024, from the Listing Qualifications Department of The Nasdaq Stock
Market LLC notifying the Company of the determination from the Nasdaq Staff (the “Staff”) to delist the Company’s securities
from The Nasdaq Stock Market and that VSAC had submitted a request to appeal Staff’s determination to a Hearings Panel. On January
26, 2024, VSAC issued a further press release announcing that, on January 24, 2024, VSAC was notified,
by a Nasdaq Hearings Advisor, that the hearing is scheduled to be held on April 4, 2024.
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 Peter Sobek |
|
Name:
|
George
Sobek |
|
Title:
|
President
& Chief Executive Officer |
|
|
|
Dated:
January 26, 2024 |
|
|
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 Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) notifying the Company of the determination from the Nasdaq Staff (the “Staff”).
As
stated, the Letter was issued to the Company as the Company is not in compliance with the market value requirement as set forth Listing
Rule 5450(b)(2)(A) (the “Market Value Requirement”), and the minimum 400 total holders requirement, as is required
by Listing Rule 5450(a)(2) (the “Total Holders Requirement”). The Letter also states that the Company has not yet
filed its Form 10-Q for the period ended September 30, 2023 (the “Filing”) and is therefore not in compliance with
Listing Rule 5250(c)(1).
On
January 23, 2024, the Company submitted an appeal to the appeal Staff’s determination to a Hearings Panel (the “Panel”),
pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. This submission included a detailed Compliance Plan, to
present to the Panel, to regain compliance with the Listing Rules and also requested a stay of the suspension of the Company’s
securities. The Hearing request has stayed the suspension of the Company’s securities and the filing of the Form 25-NSE with the
Securities and Exchange Commission (the “SEC”). On January 24, 2024, the Company was notified, by the Nasdaq Hearings Advisor,
that the hearing is scheduled to be held on April 4, 2024. The Company’s securities are still eligible to trade on Nasdaq.
VSAC
noted that the deficiencies related to the Market Value Requirement and the Total Holders Requirement are common for SPACs at the Company’s
current stage of completing a planned transaction. In its Compliance Plan submitted to Staff, VSAC has noted that the recently announced
business combination with Mediforum Co., Ltd. (“Mediforum”) will automatically resolve these deficiencies. The Company
also noted that, if necessary, it can also consider implementing alternative solutions to the deficiencies to regain compliance with
(a) the Market Value Requirement, by converting its Series B shares into Series A shares coupled with moving the company’s listing
to the Nasdaq Capital Market and (b) the Total Holders Requirement, by working with outside agencies to increase the number of Total
Holders to above the minimum requirement.
Regarding
the deficiency in the Filing, the Company has commenced work on completing the outstanding Quarterly Report on Form 10-Q and expects
to be in a position to file this very soon. The filing of such would automatically resolve this deficiency.
Noted
George Peter Sobek, CEO of VSAC, “While we appreciate the importance of compliance with Nasdaq listing rules, we also understand
that the situation of VSAC is relatively common occurrence for SPACs in today’s market. VSAC has taken the necessary steps toward
an expedient resolution. We also note that the Mediforum shareholders and investors are fully protected as any transaction with Mediforum
will only be completed on the resolution of all VSAC listing deficiencies, and completion of the transaction will remain subject to compliance
by the parties with all terms and conditions contained in the Business Combination Agreement. We are highly confident of the successful
resolution of these matters and the completion of an exciting transaction with Mediforum.”
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.
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 vision sensing technologies (“VST”) including hardware solutions (chips
/ modules / systems), related application software, artificial intelligence and other peripheral technologies that assist to integrate
and/or supplement VST applications. For more information visit www.vision-sensing.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. the Company’s actual results may differ from its 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, risks and uncertainties described
in reports and other public filings with the SEC by the Company, including the Company’s Form 10-K for the year ended December
31, 2022 as filed with the SEC on March 24, 2023 and its most recent Forms 10-Q, as filed with the SEC on May 15, 2023 and August 28,
2023. These risk factors are 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 the Company does presently know, or that the Company currently believes 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. These forward-looking statements should not be relied upon as representing
the Company’s assessments as of any date subsequent to the date of this press release. The Company undertakes 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.
Contacts
For
Vision Sensing Acquisition Corp.:
George
Peter Sobek, Chairman and CEO
georgesobek@hotmail.co.uk
SOURCE:
Vision Sensing Acquisition Corp.
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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
Vision Sensing Acquisition (NASDAQ:VSACU)
過去 株価チャート
から 10 2023 まで 10 2024