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 SeptemberJune 30, 20212023
☐ 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 Acquisition Corp. |
(Exact name of registrant as specified in its charter) |
Delaware | 87-2323481 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
Suite 500, 78 SW 7th Street Miami, Florida | 33130 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( |
Not applicable |
(Former name or former address, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The Stock Market LLC | ||||
The Stock Market LLC | ||||
The Stock Market LLC |
As of December 13, 2021,August 18, 2023, there were shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Class A Shares”) which number includes 490,607 shares in unseparated units, and of the Company’s Class B Common Stock, $0.0001 par value per share issued and outstanding (the “Class B Shares”).
VISION SENSING ACQUISITION CORP.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VISION SENSING ACQUISITION CORP.
BALANCE SHEETSHEETs
September 30, | ||||
2021 | ||||
(Unaudited) | ||||
ASSETS | ||||
Current asset - cash | $ | 25,000 | ||
Deferred offering costs associated with the initial public offering | 162,521 | |||
Total assets | $ | 187,521 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Promissory note – related party | $ | 163,068 | ||
Total Current Liabilities | 163,068 | |||
Stockholders’ Equity | ||||
Preferred stock, $ par value; shares authorized; issued and outstanding | - | |||
Class A common shares, $ par value; shares authorized; issued and outstanding | - | |||
Class B common shares, par value $ ; shares authorized; issued and outstanding | 253 | |||
Common stock, value | ||||
Additional paid-in capital | 24,747 | |||
Accumulated deficit | (547 | ) | ||
Total stockholders’ equity | 24,453 | |||
Total Liabilities Stockholders’ Equity | $ | 187,521 |
The accompanying notes are an integral part of these unaudited financial statements
VISION SENSING ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 13, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021
(Unaudited)
For the Period from | ||||||||
August 13, 2021 | ||||||||
Three Months Ended | (Inception) Through | |||||||
September 30, 2021 | September 30, 2021 | |||||||
(Unaudited) | (Unaudited) | |||||||
Formation and operating costs | $ | (547 | ) | $ | (547 | ) | ||
Net Loss | $ | (547 | ) | $ | (547 | ) | ||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 2,200,000 | 2,200,000 |
June 30, 2023 (Unaudited) | December 31, 2022 (Audited) | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | 191,578 | $ | 71,650 | ||||
Other receivable | - | 10,000 | ||||||
Prepaid expense | - | 28,153 | ||||||
Cash and Marketable Securities held in trust account | 17,656,087 | - | ||||||
Total Current Assets | 17,847,665 | 109,803 | ||||||
Cash and Marketable Securities held in trust account | - | 105,082,318 | ||||||
Total Assets | $ | 17,847,665 | $ | 105,192,121 | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
Current liabilities | ||||||||
Accrued expenses | $ | 110,000 | $ | - | ||||
Account payables | 1,419,972 | 640,448 | ||||||
Working capital loan | 463,800 | 333,900 | ||||||
Extension loan | 2,241,891 | 1,012,000 | ||||||
Income tax payable | 367,668 | 5,000 | ||||||
Franchise tax payable | 100,000 | 209,511 | ||||||
Deferred underwriter commission | 3,542,000 | - | ||||||
Total Current Liabilities | 8,245,331 | 2,200,859 | ||||||
Deferred underwriter commission | - | 3,542,000 | ||||||
Total Liabilities | 8,245,331 | 5,742,859 | ||||||
Commitments and Contingencies | - | - | ||||||
Class A common stock subject to possible redemption; | shares at $ per share at June 30, 2022 and shares at $ per share at December 31, 202216,907,349 | 103,730,000 | ||||||
Shareholders’ Deficit | ||||||||
Preferred Stock, $ | par value; shares authorized; issued and outstanding- | - | ||||||
Class A common stock, $ | par value; shares authorized; shares issued and outstanding (excluding shares subject to possible redemption at June 30, 2023 and shares subject to possible redemption at December 31, 2022)47 | 47 | ||||||
Class B common stock, $ | par value; shares authorized; shares issued and outstanding253 | 253 | ||||||
Additional paid-in capital | - | - | ||||||
Accumulated deficit | (7,305,315 | ) | (4,281,038 | ) | ||||
Total Shareholders’ Deficit | (7,305,015 | ) | (4,280,738 | ) | ||||
Total Liabilities, Redeemable Class A Common Stock and Shareholders’ Deficit | $ | 17,847,665 | $ | 105,192,121 |
The accompanying notes are an integral part of these unaudited financial statements.
VISION SENSING ACQUISITION CORP.
STATEMENTSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITYOPERATIONS
FOR THE PERIOD FROM AUGUST 13, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021
(Unaudited)(UNAUDITED)
Shares | Amount | Shares(1) | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Class A | Class B | Additional | Total | |||||||||||||||||||||||||
Common Stock | Common Stock | Paid in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares(1) | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance - August 13, 2021 (inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Issuance of Class B Common stock to Sponsor (1) | - | - | 2,530,000 | 253 | 24,747 | - | 25,000 | |||||||||||||||||||||
Capital Contribution | ||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | (547 | ) | (547 | ) | |||||||||||||||||||
Balance – September 2, 2021 | - | $ | - | 2,530,000 | $ | 253 | $ | 24,747 | $ | (547 | ) | $ | 24,453 | |||||||||||||||
Balance | - | $ | - | 2,530,000 | $ | 253 | $ | 24,747 | $ | (547 | ) | $ | 24,453 | |||||||||||||||
Capital Contribution | - | - | - | - | - | - | - | |||||||||||||||||||||
Net Loss | - | - | - | - | - | - | - | |||||||||||||||||||||
Balance – September 30, 2021 (unaudited) | - | - | 2,530,000 | $ | 253 | $ | 24,747 | (547 | ) | $ | 24,453 | |||||||||||||||||
Balance | - | - | 2,530,000 | $ | 253 | $ | 24,747 | (547 | ) | $ | 24,453 |
For the Three Months Ended June 30, 2023 | For the Three Months Ended June 30, 2022 | For the Six Months Ended June 30, 2023 | For the Six Months Ended June 30, 2022 | |||||||||||||
Formation and operating costs | $ | (721,465 | ) | $ | (225,785 | ) | $ | (1,117,860 | ) | $ | (390,231 | ) | ||||
Franchise tax expenses | (102,953 | ) | (30,924 | ) | (102,953 | ) | (30,924 | ) | ||||||||
Loss from operations | (824,418 | ) | (256,709 | ) | (1,220,813 | ) | (421,155 | ) | ||||||||
Other income (expenses) | ||||||||||||||||
Interest earned on marketable securities held in trust account | 708,286 | 138,714 | 1,826,992 | 149,059 | ||||||||||||
Income (loss) before provision for income taxes: | (116,132 | ) | (117,995 | ) | 606,179 | (272,097 | ) | |||||||||
Provision for income taxes | (362,668 | ) | - | (362,668 | ) | - | ||||||||||
Net income (loss) | $ | (478,800 | ) | $ | (117,995 | ) | $ | 243,511 | $ | (272,097 | ) | |||||
Weighted average shares outstanding of Class A common stock | 4,921,039 | 10,592,700 | 7,756,869 | 10,592,700 | ||||||||||||
Basic and diluted net income (loss) per common stock | $ | $ | ) | $ | $ | ) | ||||||||||
Basic net income (loss) per common stock | $ | 0.03 | $ | (0.01 | ) | $ | 0.12 | $ | (0.02 | ) | ||||||
Weighted average shares outstanding of Class B common stock | 2,530,000 | 2,530,000 | 2,530,000 | 2,530,000 | ||||||||||||
Basic and diluted net income (loss) per common stock | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
Basic net income (loss) per common stock | $ | (0.11 | ) | $ | (0.02 | ) | $ | (0.12 | ) | $ | (0.03 | ) |
The accompanying notes are an integral part of these unaudited financial statementsstatements.
2 |
VISION SENSING ACQUISITION CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND
FOR THE SIX MONTHS ENDED JUNE 30, 2022
STATEMENT
Class A Common Stock | Class B Common Stock | Additional Paid in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance – December 31, 2022 (Audited) | 472,700 | $ | 47 | 2,530,000 | $ | 253 | $ | - | $ | (4,281,038 | ) | $ | (4,280,738 | ) | ||||||||||||||
Net Income | 722,311 | 722,311 | ||||||||||||||||||||||||||
Additional amount deposited into trust ($ per common stock subject to possible redemption) | - | - | - | - | - | (1,012,000 | ) | (1,012,000 | ) | |||||||||||||||||||
Balance – March 31, 2023 (Unaudited) | 472,700 | 47 | 2,530,000 | 253 | - | (4,570,727 | ) | $ | (4,570,427 | ) | ||||||||||||||||||
Re-measurement of Class A Common Stock Subject to Possible Redemption | (2,037,897 | ) | (2,037,897 | ) | ||||||||||||||||||||||||
Additional amount deposited into trust | (217,891 | ) | (217,891 | ) | ||||||||||||||||||||||||
Net loss | - | - | - | - | - | (478,800 | ) | (478,800 | ) | |||||||||||||||||||
Balance – June 30, 2023 (Unaudited) | 472,700 | 47 | 2,530,000 | 253 | - | (7,305,315 | ) | $ | (7,305,015 | ) |
Class A Common Stock | Class B Common Stock | Additional Paid in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance – December 31, 2021 (Audited) | 472,700 | $ | 47 | 2,530,000 | $ | 253 | $ | - | $ | (3,121,642 | ) | $ | (3,121,342 | ) | ||||||||||||||
Net loss | - | - | - | - | - | (154,102 | ) | (154,102 | ) | |||||||||||||||||||
Balance – March 31, 2022 (Unaudited) | 472,700 | 47 | 2,530,000 | 253 | - | (3,275,744 | ) | $ | (3,275,444 | ) | ||||||||||||||||||
Balance | 472,700 | 47 | 2,530,000 | 253 | - | (3,275,744 | ) | $ | (3,275,444 | ) | ||||||||||||||||||
Net loss | - | - | - | - | - | (117,995 | ) | (117,995 | ) | |||||||||||||||||||
Balance – June 30, 2022 (Unaudited) | 472,700 | $ | 47 | 2,530,000 | $ | 253 | $ | - | $ | (3,393,739 | ) | $ | (3,393,439 | ) | ||||||||||||||
Balance | 472,700 | $ | 47 | 2,530,000 | $ | 253 | $ | - | $ | (3,393,739 | ) | $ | (3,393,439 | ) |
The accompanying notes are an integral part of these unaudited financial statements.
3 |
VISION SENSING ACQUISITION CORP.
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM AUGUST 13, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021
(Unaudited)(UNAUDITED)
Cash flow from operating activities: | ||||||||||||
Net loss | $ | (547 | ) | |||||||||
For the Six months Ended June 30, 2023 | For the Six months Ended June 30, 2022 | |||||||||||
Cash flows from operating activities: | ||||||||||||
Net income (loss) | $ | 243,511 | $ | (272,097 | ) | |||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
Interest earned on marketable securities held in trust account | (1,826,992 | ) | (149,059 | ) | ||||||||
Changes in operating assets and liabilities: | ||||||||||||
Prepaid expenses | 28,153 | 9,946 | ||||||||||
Accounts payable | 779,525 | 23,934 | ||||||||||
Accrued expenses | 547 | 110,000 | - | |||||||||
Franchise tax payable | (109,511 | ) | (46,385 | ) | ||||||||
Income tax payable | 362,668 | - | ||||||||||
Other receivable | 10,000 | - | ||||||||||
Net cash used in operating activities | - | (402,646 | ) | (433,661 | ) | |||||||
Cash flows from investing activities: | ||||||||||||
Cash withdraw from trust account | 90,483,113 | - | ||||||||||
Investment of cash in trust account | (217,891 | ) | - | |||||||||
Net cash provided by investing activities | 90,265,222 | - | ||||||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||||||||||
Net cash provided by financing activities | 25,000 | |||||||||||
Working capital loan | 129,900 | - | ||||||||||
Extension loan | 217,891 | - | ||||||||||
Payment to redeemed shareholders | (90,090,439 | ) | - | |||||||||
Net cash used in financing activities | (89,742,648 | ) | - | |||||||||
Net change in cash | 25,000 | 119,928 | (433,661 | ) | ||||||||
Cash at the beginning of the period | - | 71,650 | 499,301 | |||||||||
Cash at the end of the period | $ | 25,000 | $ | 191,578 | 65,640 | |||||||
Supplemental disclosure of non-cash financing activities: | ||||||||||||
Deferred offering costs paid from Promissory Note – Related Party | $ | 162,521 |
The accompanying notes are an integral part of these unaudited financial statementsstatements.
4 |
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 — Description of Organization and Business Operations
Vision Sensing Acquisition Corp. (the “Company”“Company”) is a blank check company incorporated in the State of Delaware on August 13, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of SeptemberJune 30, 2021,2023, the Company had not commenced any operations. All activity for the period from August 13, 2021 (inception) through SeptemberJune 30, 20212023, relates to the Company’s formation, and the Offering (as defined below)., the Company’s search for acquisition targets and due diligence, the negotiation of the Business Combination Agreement (as defined below) and assisting Newsight Imaging Ltd. in the preparation and filing of its Registration Statement on Form F-4 and amendments thereto. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 29, 2021.
On November 3, 2021, the Company consummated its Initial Public Offering of units (the “Units”(together with the Overallotment Units as defined below, the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”“Public Shares”), at $per Unit, generating gross proceeds of $88,000,000, and incurring offering costs of $7,520,024, of which $3,542,000was for deferred underwriting commissions (which amount includes deferred underwriting commissions attributable to the exercise of the underwriters’ election of their over-allotment option, as described below) (see Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional Units at the Initial Public Offering price to cover over-allotments.
Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of “Private“Private Placement Units”Units”) to Vision Sensing LLC, the sponsor of the Company (the “Sponsor”),Sponsor, at a price of $ per Private Placement Unit, generating total gross proceeds of $4,265,000 (the “Private Placement”“Private Placement”) (see Note 4). units (the
Additionally, on November 3, 2021, the Company consummated the closing of the sale of “Units”“Overallotment Units”) upon receiving notice of the underwriters’ election to fully exercise their overallotment option, (“Overallotment Units”), generating additional gross proceeds of $13,200,000and incurred additional offering costs of $264,000in underwriting fees. Each Unit consists of one share of Class A common stock of the Company, par value $ per share (“Class A Common Stock”Stock”), and three-quarters of one redeemable warrant of the Company, (“Warrant”), with each whole Warrant (a “Warrant” and the Warrants included in the Units issued to the public in our Initial Public Offering, the “Public Warrants”) entitling the holder thereof to purchase one share of Class A Common Stock for $ per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-259766). additional units at a price of $ per unit (the
Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”),the Sponsor, generating gross proceeds of $462,000. Private Placement Units to
A total of $102,718,000, comprised of the proceeds from the Offering and the proceeds of private placements that each closed on November 3, 2021, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust accountTrust Account (“Trust Account”Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment“Investment Company Act”Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below.
5 |
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 — Description of Organization and Business Operations (Continued)
Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $7,520,024 consisting of $2,024,000 of cash underwriting fees, $3,542,000 of deferred underwriting fees and $436,024 of other costs.
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 — Description of Organization and Business Operations (Continued)
Following the closing of the Initial Public Offering $953,522 of cash was held outside of the Trust Account available for working capital purposes. As of SeptemberJune 30, 2021,2023, we have available to us $25,000191,578 of cash on our balance sheet and a working capital deficit of $5479,602,334.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80%80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50%50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide its holders of the outstanding Public Shares (the “public stockholders”“Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001$5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
Proposed Business Combination
On August 30, 2022, the Company entered into a Business Combination Agreement (the “Original Business Combination Agreement” and as it has been amended and may be further amended or restated, the “Business Combination Agreement”) with Newsight Imaging Ltd., an Israeli company (“Newsight”), and Newsight MergerSub, Inc., a Delaware corporation and wholly owned subsidiary of Newsight (“Merger Sub”).
Pursuant to the Business Combination Agreement, at the closing (the “Closing”) of the transactions contemplated thereunder (collectively, the “Transactions”), and following the Recapitalization and the PIPE Investment (as each such term is defined and described in the Business Combination Agreement), (i) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of Newsight (the “Merger”); (ii) the common stock of the Company (including Class A common stock and Class B common stock) will be converted into ordinary shares of Newsight (“Newsight Ordinary Shares”) on a one-for-one basis; (iii) warrants to purchase the Company’s common stock will instead become eligible to purchase the same number of Newsight Ordinary Shares at the same exercise price and for the same exercise period; (iv) the Company will become a wholly owned subsidiary of Newsight; and (v) the Company will change its corporate name to Newsight HoldCo, Inc., and will have a restated certificate of incorporation appropriate for a private corporation.
6 |
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 — Description of Organization and Business Operations (Continued)
Prior to the Closing, but subject to the completion of the Closing, Newsight will effect a recapitalization of its outstanding equity securities (the “Recapitalization”) so that the only class of outstanding equity of Newsight will be the Newsight Ordinary Shares (and certain options and warrants that are exercisable for Newsight Ordinary Shares). To effect the Recapitalization, (i) Newsight will effect a recapitalization of the Newsight Ordinary Shares so that the holders of the then outstanding Newsight Ordinary Shares will have shares valued at $215,000,000; and (ii) with respect to outstanding options to purchase Newsight Ordinary Shares, the number of Newsight Ordinary Shares issuable upon exercise of such security will be multiplied by the Conversion Ratio, as defined in the Business Combination Agreement, and the exercise price of such security will be divided by the Conversion Ratio. The Business Combination Agreement does not provide for any post-closing purchase price adjustments. per share having a total value of $
The Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the SEC on September 6, 2022.
On January 19, 2023, the Company, Newsight and Merger Sub entered into an Amendment No. 1 to Business Combination Agreement (the “First BCA Amendment”) to amend Article 40.1(a) of Exhibit H to the Original Business Combination Agreement (the form of Amended and Restated Articles of Association of Newsight that will become effective in connection with consummation of the Business Combination) to provide that the U.S. federal district courts will have exclusive jurisdiction to resolve complaints asserting a cause of action under the Securities Exchange Act of 1934, as amended. On January 29, 2023, the Company, Newsight and Merger Sub entered into Amendment No. 2 to Business Combination Agreement (the “Second BCA Amendment”) to amend the definition of “Outside Date” in Section 10.1 in the Original Business Combination Agreement to change the Outside Date from February 3, 2023 to May 3, 2023. The amendment extends the Outside Date to match the new deadline for the Company under its organizational documents to complete its initial Business Combination.
Newsight Registration Statement on Form F-4
Newsight filed a Registration Statement on Form F-4 with the SEC on December 8, 2022 to register the issuance of the Newsight Ordinary Shares that will be issued at the consummation of the Business Combination, the warrants exercisable for Newsight Ordinary Shares that will result from the amendment of the Company’s public warrants at the consummation of the Business Combination and the Newsight Ordinary Shares issuable upon exercise of such warrants. Newsight filed an Amendment No. 1 thereto on January 20, 2023, an Amendment No. 2 thereto on February 13, 2023 and an Amendment No. 3 thereto on March 27, 2023. We use the term “Newsight Form F-4” to refer to the original registration statement as amended by the three amendments and as it may be subsequently further amended.
The Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
7 |
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 — Description of Organization and Business Operations (Continued)
The Company’s amended and restated certificate of incorporation originally provided that we have up to 12 months from the closing of our IPO, or until November 3, 2022, (or up to May 3, 2023, as applicable)consummate an initial Business Combination; however, if we anticipated that we may not be able to consummate a Business Combination within 12 months, we could, by resolution of our board of directors if requested by our Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months, or until May 3, 2023), subject to our Sponsor depositing additional funds into the Trust Account.
Charter Amendment
In a special meeting held on May 1, 2023, the Company’s stockholders approved a First Amendment (the “First Charter Amendment”) to the Company’s amended and restated certificate of incorporation, changing the structure and cost of the Company’s right to extend the date (the “Termination Date”) by which the Company must either complete its initial Business Combination or else (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The First Charter Amendment allows the Company to extend the Termination Date from May 3, 2023 by up to six 1-month extensions to November 3, 2023, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) will deposit into the Company’s Trust Account the lesser of (x) $100,000 or (y) $ per share for each Public Share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2023 unless the closing of the Company’s initial Business Combination shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. In connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company’s Public Shares exercised their right to redeem those shares for cash at an approximate price of $ per share, for an aggregate of approximately $90.2 million, leaving Public Shares outstanding after the May 1, 2023 stockholders meeting. Thus, the Extension Payment for a one-month extension is $72,562.86.
In connection with the First Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 1 to Investment Management Trust Agreement dated May 1, 2023, by and between the Company and Continental, which conforms the extension procedures in the Trust Agreement to the procedures in the First Charter Amendment.
Extensions
On October 28, 2022 and again on February 2, 2023, at the request of our Sponsor, our board of directors extended the period of time to consummate a Business Combination to February 3, 2023 and May 3, 2023, respectively, our Sponsor deposited $1,012,000 (representing $ per public unit sold in our initial public offering) into the Trust Account for each extension (for a total of $2,024,000), and we issued to our Sponsor a non-interest bearing, unsecured promissory note in that amount. On May 1, 2023, at the request of our Sponsor, our board of directors extended the period of time to consummate a Business combination to June 5, 2023, our Sponsor deposited $72,562.86 (representing $ per outstanding Public Share of our Class A common stock) into the Trust Account, and we issued to our Sponsor a non-interest bearing, unsecured promissory note in that amount. On June 2, 2023, our Sponsor deposited $72,765.20 to extend the period of time to consummate a Business combination to July 3, 2023. On June 30, 2023, our Sponsor deposited $72,562.86 to extend the period of time to consummate a Business combination to August 3, 2023. On August 1, 2023, our Sponsor further deposited $72,562.86 to extend the period of time to consummate a Business combination to September 3, 2023. If we do not complete the Business Combination with Newsight or another Business Combination by September 3, 2023 (which can be extended to November 3, 2023 if our Sponsor deposits an additional $72,562.86 into the Trust Account for each of up to two additional 1-month extensions or such later date as may be approved by our stockholders in an amendment to our certificate of incorporation), then our existence will terminate, and we will distribute all amounts in the Trust Account.
If the Company is unable to complete a Business Combination within 12 months fromwith Newsight or another Business Combination by September 3, 2023 (which can be extended to November 3, 2023 if our Sponsor deposits an additional $72,562.86 into the closing of this offering (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the depositTrust Account for each of up to $880,000, additional more 1-month extensions or $1,012,000 if the underwriters’ over-allotment option is exercised in full ($per unit in either case) for each three month extension, into the trust account, orsuch later date as extendedmay be approved by the Company’s stockholders in accordance with ourthe Company’s certificate of incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust accountTrust Account including interest earned on the funds held in the trust accountTrust Account and not previously released to us to pay our taxes (less up to $100,000of interest to pay dissolution expenses), divided by the number of then outstanding public shares,Public Shares, which redemption will completely extinguish public stockholders’Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public sharesPublic Shares as soon as reasonably possible following our 12th monthSeptember 3, 2023 (or up to 18 months from the closing of this offeringNovember 3, 2023 if our Sponsor at the electionrequest of our board of directors deposits an additional $72,562.86 ($ per Public Share) into the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit ofTrust Account for up to $880,000, or $1,012,000 if the underwriters’ over-allotment option is exercised in full ($per unit in either case) for each three month extension, into the trust account,two 1-month extensions, or as extended by the Company’s stockholders in accordance with our certificate of incorporation) and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 — Description of Organization and Business Operations (Continued)
Our sponsorSponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combinationBusiness Combination agreement, reduce the amount of funds in the trust accountTrust Account to below the lesser of (i) $10.15$10.15 per public sharePublic Share and (ii) the actual amount per public sharePublic Share held in the trust accountTrust Account as of the date of the liquidation of the trust account,Trust Account, if less than $10.15 per public sharePublic Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust accountTrust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offeringthe Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsorSponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsorSponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’sSponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsorSponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.businesses.
Liquidity and Management’s Plans
Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or one year from this filing and therefore substantial doubt has been alleviated. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of June 30, 2023 and for the six months ended June 30, 2023 and June 30, 2022 respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2022.
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 2 — Summary of Significant Accounting Policies (Continued)
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Deferred offering costs
Deferred offering costs consist of costs incurred in connection with preparation for the Public Offering executed on November 3, 2021. These costs, together with the underwriting discounts and commissions, will be charged to additional paid-in capital upon completion of the Public Offering. As of September 30, 2021, the Company had deferred offering costs of $162,521.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations close of the Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of thesethe financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $25,000191,578 in cash and 0no cash equivalents as of SeptemberJune 30, 2021.2023 and $71,650 in cash and no cash equivalents as of December 31, 2022.
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VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 2 — Summary of Significant Accounting Policies (Continued)
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were $05,000 of unrecognized tax benefits as of SeptemberJune 30, 20212023 and December 21, 2022 and 0no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 2 — Summary of Significant Accounting Policies (Continued)
The provision for income taxes was deemed to be immaterial$362,668 for the period from August 13, 2021 (inception) through Septembersix months ended June 30, 2021.2023 and $0 for the six months ended June 30, 2022.
Class A Common Stock Subject to Possible Redemption
All of the Class A common stock sold as part of the UnitsThe Company accounts for its shares subject to possible redemption in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connectionaccordance with the Company’s liquidation, if there isguidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a stockholder vote or tender offer in connection with the Business Combinationliability instrument and in connection with certain amendments to the Company’s amended and restated certificateare measured at fair value. Conditionally redeemable shares of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve theAt all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption and liquidation of allrights that are considered to be outside of the entity’s equity instruments, are excludedCompany’s control and subject to occurrence of uncertain future events. On May 15, 2023, in connection with the approval by the Company’s stockholders of the First Charter Amendment, the Company redeemed 8,507,492 shares of the Company’s Class A Common Stock for an aggregate redemption payment from the provisionsTrust Account of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.$90,090,439. On SeptemberJune 30, 2021, as2023, there arewere shares of Class A Common Stock outstanding,subject to possible redemption. On December 31, 2022 there were shares of Class A Common Stock are subject to possible redemption.
If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
As of June 30, 2023 and December 31,2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table:
Schedule of Class A Common Stock Reflected on the Balance Sheet
For the Six months Ended June 30, 2023 | For the Year Ended December 31, 2022 | |||||||
Contingently redeemable Class A Common Stock – Opening Balance | $ | 103,730,000 | $ | 102,718,000 | ||||
Re-measurement of Class A Common Stock Subject to Possible Redemption | 3,267,788 | 1,012,000 | ||||||
Payment to redeemed shareholders | (90,090,439 | ) | - | |||||
Contingently redeemable Class A Common Stock - Ending Balance | 16,907,349 | 103,730,000 |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At SeptemberJune 30, 2021,2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net lossincome (loss) per share is computed by dividing net lossincome (loss) by the weighted average number of common stock shares outstanding duringfor the period, excluding common stock subject to forfeiture. Weighted average shares were reduced forperiod. The calculation of diluted income (loss) per share does not consider the effect of an aggregate of shares of Class B Common Stock that are subject to forfeiture if the over-allotment option is not exercised bywarrants issued in connection with the underwriters (see Note 7). On September 30, 2021, the Company did not have any dilutive securitiesInitial Public Offering and other contracts that could, potentially, be exercised or converted into common stock and then share in the earningswarrants issued as components of the Company. As a result, diluted loss per share isPrivate Placement Units (the “Placement Warrants”) since the same as basic loss per share forexercise of the period presented.warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 2 — Summary of Significant Accounting Policies (Continued)
Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
For the Three months Ended June 30, 2023 | For the Three months Ended June 30, 2022 | For the Six months Ended June 30, 2023 | For the Six months Ended June 30, 2022 | |||||||||||||
Class A common stock | ||||||||||||||||
Numerator: net income (loss) allocable to Class A common stock | $ | 163,799 | $ | (68,502 | ) | $ | 906,431 | $ | (190,900 | ) | ||||||
Denominator: weighted average number of Class A common stock | 4,921,039 | 10,592,700 | 7,756,869 | 10,592,700 | ||||||||||||
Basic and diluted net income (loss) per redeemable Class A common stock | $ | $ | ) | $ | $ | ) | ||||||||||
Class B common stock | ||||||||||||||||
Numerator: net income (loss) allocable to non-redeemable Class B common stock | $ | (279,931 | ) | $ | (49,492 | _ | $ | (300,252 | ) | $ | (81,197 | ) | ||||
Denominator: weighted average number of Class B common stock | 2,530,000 | 2,530,000 | 2,530,000 | 2,530,000 | ||||||||||||
Basic and diluted net income (loss) per Class B common stock | ) | ) | $ | ) | $ | ) |
Fair Value of Financial Instruments
The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. This is the level that the Marketable Securities Held in Trust Account are considered (being $17,656,087 as of June 30, 2023 and $105,082,318 as of December 31, 2022); |
● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximatesfair value hierarchy. In those instances, the carrying amounts representedfair value measurement is categorized in its entirety in the accompanying balance sheet, primarily duefair value hierarchy based on the lowest level input that is significant to their short-term nature.the fair value measurement.
Recently Issued Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
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VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 3 —Public Offering
Pursuant to the Initial Public Offering and full exercise underwriter’s overallotment option, the Company sold Units at a purchase price of $per Unit. Each Unit consists of one common stock and three-quarters of one redeemable warrant (“Public Warrant”). Warrant. Each Public Warrant will entitle the holder to purchase one common stock at an exercise price of $ per whole share(see (see Note 7).
Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering, and full exercise underwriter’s overallotment option, the Sponsor purchasedCompany consummated the Private Placement of an aggregate of Private Placement Units to the Sponsor at a purchase price of $ per Private Placement Unit, for an aggregate purchase pricegenerating gross proceeds to the Company in the amount of $4,727,000.
TheA portion of the proceeds from the sale of thePrivate Placement Units will bewas added to the net proceeds from the ProposedInitial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Proposed Offering, except for the placement warrants (“Placement Warrants”), as described in Note 7. If the Company does not complete a Business Combination withinby the Combination Period,Termination Date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.
The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will expire worthless.not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions.
Note 5 — Related Party Transactions
Class B Common Stock
During the period ended September 30, 2021, the Company issued an aggregate of shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash. Such Class B common stock includes an aggregate of up to shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming the initial stockholders do not purchase any Public Shares in the Proposed Offering and excluding the Placement Units and underlying securities).
On September 2, 2021, the Company issued an aggregate of shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000in cash, or approximately $0.009$ per share. Such Class B common stock includes an aggregate of up to sharesThe Founder Shares are no longer subject to forfeiture due to full exercise in our Initial Public Offering of the over-allotment by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Proposed Public Offering and excluding the Placement Units and underlying securities).underwriter.
The initial stockholdersholders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees)Founder Shares until the earlier ofto occur of: (A) six months after the date of the consummationcompletion of a Business Combination and (B) subsequent to the consummation of a Business Combination, (x) if the date on which the closinglast reported sale price of the Company’s common stockClass A Common Stock equals or exceeds $12.00 per share (as adjusted for stockshare splits, stock dividends,share capitalizations, reorganizations, recapitalizations and recapitalizations)the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company consummatescompletes a subsequent liquidation, merger, stockcapital share exchange or other similar transaction whichthat results in all of the Company’s stockholdersPublic Stockholders having the right to exchange their shares of common stock for cash, securities or other property.property.
Promissory Note — Related Party
On August 31, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company maycould borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Proposedour Initial Public Offering. The note iswas non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the Proposedour Initial Public Offering. These amounts will be repaid upon completion of this offering out of the $485,000 of offering proceeds that has been allocated for the payment of offering expenses. As of September 30, 2021, the Company had borrowed $163,068 under theThe promissory note with our sponsor. It was fully repaid on November 8, 2021.2021.
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VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 5 — Related Party Transactions (Continued)
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Company’sour Sponsor or an affiliateextended to us a line of the credit of up to $1,000,000 pursuant to a Convertible Promissory Note dated August 9, 2022 (“Sponsor or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”Loan”). Such Sponsor Working Capital Loans would be evidenced by promissory notes. The notes wouldLoan is to either be repaid upon the consummation of a Business Combination, without interest, or, at the lender’sSponsor’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $ per Unit. In the event that a Business Combination does not close, the Companywe may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. As of June 30, 2023, the amount under the Sponsor Working Capital Loan was $463,800.
To fund extensions of the deadline for us to complete our initial Business Combination, the Sponsor deposited an additional $1,012,000 into the Trust Account on each of October 28, 2022 and February 2, 2023 and approximately $72,562.86 for each subsequent three one-month extension. In return, we issued the Sponsor non-interest bearing, unsecured promissory notes, in the aggregate amount of $2,241,891 as of June 30, 2023.
Newsight Bridge Financing
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTSIn connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $1 million of bridge financing to fund Newsight’s transaction expenses in certain circumstances and subject to certain conditions in respect of the amount of funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of 7.4% of Newsight’s outstanding shares, has agreed to loan such funds to us on substantially identical terms in order to fund our obligation to make advances to Newsight. On November 4, 2022, Dr. So advanced $1,000,000 to us, which we in turn advanced to Newsight.
Note 5 — Related Party Transactions (Continued)
Administrative Support Agreement
Commencing on the date of the prospectus and until completion ofUnits are first listed on the Company’s Business Combination or liquidation,Nasdaq, the Company may reimburse Vision Sensing LLC, ourhas agreed to pay the Sponsor up to an amounta total of $10,000per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the six months ended June 30, 2023, $60,000 of expense was recorded and included in formation and operating costs in the statement of operations. For the six months ended June 30, 2022, $60,000 of expense was recorded and included in formation and operating costs in the statement of operations.
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the insiderFounder Shares, Private Placement Units and Warrants that may be issued upon conversion of Working Capital Loans (and any shares as well asof common stock issuable upon the holdersexercise of the Private Placement Units (and underlying securities)Warrants or warrants issued upon conversion of the Working Capital Loans and any securities issued in paymentupon conversion of working capital loans made to the Company,Founder Shares) will be entitled to registration rights pursuant to an agreementa Registration Rights Agreement dated November 1, 2021 requiring the Company to be signed priorregister such securities for resale (in the case of the Founder Shares, only after conversion to or on the effective dateshares of Proposed Public Offering.Class A common stock). The holders of a majority of these securities arewill be entitled to make up to twothree demands, excluding short form registration demands, that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Proposed Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Placement Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummationcompletion of a Business Combination. Notwithstanding anythingCombination and rights to require the contrary,Company to register for resale such securities pursuant to Rule 415 under the underwriters (and/Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Proposed Public Offering.lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion
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VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 6 — Commitments and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering.Contingencies (Continued)
Underwriters Agreement
The Company granted the underwriter a 45-day option to purchase up to The aforementioned option was exercised onOn November 3, 2021.2021, the underwriters exercised this option and purchased the additional Units. These Units were sold at an offering price of $ per Unit, generating additional gross proceeds to the Company of $13,200,000. additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.
The underwriter was paid a cash underwriting discount of two percent (2.00%( %) of the gross proceeds of the Initial Public Offering, or $2,024,000.$2,024,000. In addition, the underwriter is entitled to a deferred fee of three point five percent (3.50%(3.50%) of the gross proceeds of the Initial Public Offering, or $3,542,000.$3,542,000. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement.
Right of First Refusal
For a period beginning on the closing of this offeringour Initial Public Offering and ending 2412 months from the closing of a business combination,our initial Business Combination, we have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.for our Initial Public Offering.
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 7 – Stockholders’ Equity
Preferred StockShares — The Company is authorized to issue preferred shares with a par value of $ per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At SeptemberJune 30, 2021,2023, there were preferred shares issued or outstanding.
Class A Common Stock — The Company is authorized to issue Holders of the Company’s Class A common stock are entitled to one vote for each share.share. At SeptemberJune 30, 2021,2023, there were Class A common stock issued and outstanding.outstanding, excluding shares subject to possible redemption. At December 31, 2022, there were Class A common stock issued and outstanding, excluding shares subject to possible redemption. shares of Class A common stock with a par value of $ per share.
Class B Common Stock — The Company is authorized to issue shares of Class B common stock with a par value of $per share. Holders of the Company’s Class B common stock are entitled to one vote for each share.shareEffective as of September 2, 2021,. At June 30, 2023 and December 31, 2022, there were shares of Class B common stock issued and outstanding,outstanding.
Only holders of which were held by the SponsorClass B common stock will have the right to vote on the election of which of such shares are subject to forfeituredirectors prior to the extent thatBusiness Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a stockholders agreement or other arrangements with the underwriter’s over-allotment option is not exercised in full) so that the Initial Stockholders will own at least 20%stockholders of the issued and outstandingtarget or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO.
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VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 7 – Stockholders’ Equity (Continued)
The shares after the Proposed Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Proposed Public Offering and excluding the Founder Shares).of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combinationa Business Combination, or earlier at the option of the holder, on a one-for-one basis.basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
Warrants — Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Public Warrants will become exercisable commencing on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of this offering or 30 days after the consummation of a Business Combination.Initial Public Offering. The Public Warrants will expire five years from after the consummationcompletion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating theretoto those shares of Class A common stock is current,available, subject to the Company satisfying its obligations with respect to registration.registration, or a valid exemption from registration is available. No warrantWarrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue Class A common stock uponany shares to holders seeking to exercise of a warranttheir Warrants, unless the Class A common stock issuableissuance of the shares upon such warrant exercise has beenis registered qualified or deemed to be exemptqualified under the securities laws of the state of residence of the registeredexercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the warrants.shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:Note 7 – Stockholders’ Equity (Continued)
● at any time whileRedemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the Warrants arebecome exercisable, the Company may redeem the outstanding Warrants:
● | in whole and not in part; | |
● | at a price of $0.01 per Warrant; | |
● | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each Warrant holder; and | |
● | if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $ per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to Warrant holders. |
● upon not less than 30 days’ prior written notice of redemption to each Warrant holder,
●If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if and only if,it is unable to register or qualify the reported lastunderlying securities for sale price of the common stock equals or exceeds $18 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Warrant holders, and
● if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Offering, except that the Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions.under all applicable state securities laws.
If the Company calls the Warrants for redemption, as described above, its management will have the option to require all holdersany holder that wishwishes to exercise the Warrants to do so on a “cashless basis,” as described in the warrantWarrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrantsWarrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrantsWarrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrantsWarrants will not receive any of such funds with respect to their warrants,Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.Warrants. Accordingly, the warrantsWarrants may expire worthless.
In addition, if (x)The Private Placement Warrants are identical to the Company issues additionalPublic Warrants except that (1) the Private Placement Warrants (including shares issuable upon exercise of Class A common stockthe Private Placement Warrants) will not be transferable, assignable or equity-linked securities, for capital raising purposes in connection withsalable until 30 days after the closing of aour initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price(except, among other limited exceptions, to be determined in good faith by the Company’s board ofour officers and directors and in the case of any such issuance to the Sponsorother persons or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions)entities affiliated with our Sponsor), and (z) the volume weighted average trading pricesubject to securities laws restrictions regarding sale of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise priceprivate securities and (2) holders of the warrants will be adjusted (to the nearest cent)our Private Placement Warrants are entitled to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.certain registration rights as described in Note 6.
VISION SENSING ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 8 – Subsequent Events
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.statements except as follows.
On NovemberAugust 1, 2023, the Company’s Sponsor deposited $72,562.86 into the Company’s Trust Account to extend the deadline for the Company to consummate its initial Business Combination by one month. The current deadline is now September 3, 2021,2023. The Company issued to its Sponsor a non-interest bearing, unsecured promissory notes in the underwriter has exercised the over-allotment option in full to purchase an additional Units at a priceprincipal amount of $10.0072,562.86 per Unit, generating proceeds of $13,200,000. Simultaneously with, as consideration for the closing of the over-allotment, the Sponsor has purchased an aggregate of fundings.
472,700 Placement Units at a price of $ per Placement Unit, generating proceeds of $4,727,000.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “us,” “our” or “we” refer to Vision Sensing Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included herein.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.
Overview
The Company isWe are a blank check company formed under the laws of the State of Delaware on August 13, 20212021. We were formed for the purpose of effectingentering into a merger, share exchange, asset acquisition, stockshare purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. The Company intendsWhile our efforts to identify a target business may span many industries and regions worldwide, we focus on companies with operations in vision sensing technologies. We intend to effectuate itsour initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private Placement,Units, the proceeds of the sale of our securitiesshares in connection with our initial Business Combination, our shares debt or a combination of cash, stock and debt.
The issuance of additional shares in connection with an initial Business Combinationissued to the owners of the target, or other investors:
Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of the target, or a target, it could result in:combination of the foregoing.
We expect to continue to incur significant costs in the pursuit of our initial Business Combination plans.Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
Proposed Business Combination
On August 30, 2022, the Company entered into the Original Business Combination Agreement with Newsight, and MergerSub, which has since been amended on January 19, 2023 by the First BCA Amendment and again on January 29, 2023 by the Second BCA Amendment. We refer to the Original Business Combination Agreement as amended by the two amendments as the “Business Combination Agreement.”
Pursuant to the Business Combination Agreement, at the Closing of the Transactions contemplated thereunder, and following the Recapitalization and the PIPE Investment (as each such term is defined and described in the Business Combination Agreement), (i) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of Newsight, which we refer to as the Merger; (ii) the common stock of the Company (including Class A common stock and Class B common stock) will be converted into Newsight Ordinary Shares on a one-for-one basis; (iii) warrants to purchase the Company’s common stock will instead become eligible to purchase the same number of Newsight Ordinary Shares at the same exercise price and for the same exercise period; (iv) the Company will become a wholly owned subsidiary of Newsight; and (v) the Company will change its corporate name to Newsight HoldCo, Inc., and will have a restated certificate of incorporation appropriate for a private corporation.
On January 19, 2023, the Company, Newsight and Merger Sub entered into the First BCA Amendment to amend Article 40.1(a) of Exhibit H to the Original Business Combination Agreement (the form of Amended and Restated Articles of Association of Newsight that will become effective in connection with consummation of the Business Combination) to provide that the U.S. federal district courts will have exclusive jurisdiction to resolve complaints asserting a cause of action under the Securities Exchange Act of 1934, as amended. On January 29, 2023, the Company, Newsight and Merger Sub entered into the Second BCA Amendment to amend the definition of “Outside Date” in Section 10.1 in the Original Business Combination Agreement to change the Outside Date from February 3, 2023 to May 3, 2023. On and after the Outside Date, either of the Company or Newsight may terminate the Business Combination Agreement without cause provided that the terminating party is not itself in material breach of the agreement. Since the Outside Date has already past, either the Company or Newsight may so terminate the Business Combination Agreement.
The Business Combination Agreement, as amended and related agreements are further described in our Current Report on Form 8-K filed with the SEC on September 6, 2022 and our Current Report on Form 8-K filed with the SEC on January 30, 2023 and in the Newsight Form F-4 described below.
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Registration Statement
Newsight filed a Registration Statement on Form F-4 with the SEC on December 8, 2022, to register the issuance of the Newsight Ordinary Shares that will be issued at the consummation of the Business Combination, the warrants exercisable for Newsight Ordinary Shares that will result from the amendment of the Company’s Public Warrants at the consummation of the Business Combination and the Newsight Ordinary Shares issuable upon exercise of such Public Warrants. Newsight filed Amendment No. 1 thereto on January 20, 2023, Amendment No. 2 thereto on February 13, 2023 and Amendment No. 3 thereto on March 27, 2023. We use the term “Newsight Form F-4” to refer to the original registration statement as amended by the three amendments and as it may be subsequently further amended.
For further information regarding the Merger Agreement and our proposed initial Business Combination with Newsight, please refer to Note 1 of this Quarterly Report and the Newsight Form S-4.
Charter Amendment
In a special meeting held on May 1, 2023, the Company’s stockholders approved the First Charter Amendment to the Company’s amended and restated certificate of incorporation, changing the structure and cost of the Company’s right to extend the Termination Date by which the Company must either complete its initial Business Combination or else (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The First Charter Amendment allows the Company to extend the Termination Date from May 3, 2023 by up to six 1-month extensions to November 3, 2023, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) will deposit into the Company’s Trust Account an Extension Payment equal to the lesser of (x) $100,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2023 unless the closing of the Company’s initial business combination shall have occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. In connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company’s Public Shares exercised their right to redeem those shares for cash at an approximate price of $10.61 per share, for an aggregate of approximately $90.2 million, leaving 1,612,508 Company Public Shares outstanding after the May 1, 2023 stockholders meeting. Thus, the Extension Payment for each one-month extension is $72,562.86.
In connection with the First Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 1 to Investment Management Trust Agreement dated May 1, 2023, by and between the Company and Continental, which conforms the extension procedures in the Trust Agreement to the procedures in the First Charter Amendment.
Extensions
After the adoption of the First Charter Amendment on May 1, 2023, the Company obtained four 1-month extensions extending the Termination Date to September 3, 2023, and the Sponsor has deposited four Extension Payments, each of $72,562.86 (representing $0.045 per outstanding public share of our Class A common stock), into the Trust Account and received four non-interest bearing, unsecured promissory notes. If we do not complete the Business Combination with Newsight or another Business Combination by September 3, 2023, (which can be extended to November 3, 2023 if our Sponsor deposits an additional $72,562.86 into the Trust Account for each of up to two more 1-month extensions or such later date as may be approved by our stockholders in an amendment to our certificate of incorporation), then our existence will terminate, and we will distribute all amounts in the Trust Account.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inceptionAugust 13, 2021 (inception) to SeptemberJune 30, 20212023 were organizational activities, those activities necessary to prepare for theour Initial Public Offering, (“Initial Public Offering”) and identifying a target company for a business combination.combination and conducting due diligence, the negotiation of the Business Combination Agreement with Newsight and assisting Newsight in the preparation and filing of the Newsight Form F-4 and any amendments thereto. We do not expect to generate any operating revenues until after the completion of our business combination.initial Business Combination. We expect to generate non-operating income in the form of interest income on cash and marketable securities held after the Initial Public Offering.in our Trust Account. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing our initial Business Combination.
For the six months ended June 30, 2023, we had a business combination.net income of $243,511, which consists of formation and operating costs of $1,117,860, franchise tax expense of 102,953, interest earned on investments held of $1,826,992 and income tax provision of $362,668.
For the period from August 13, 2021 (inception) through Septembersix months ended June 30, 2021,2022, we had a net loss of $547,$272,097, which consistedconsists of formation and operating costs of $547.$390,231, franchise tax expense of $30,924 and interest earned on investments held of $149,059.
For six months ended June 30, 2023, the increase of interest from marketable securities held in trust was primarily due to the higher interest rate of underlying treasury bills compared to same period in 2022 while the increase of operating costs and cash used in operating activities was primarily due to legal and other professional service fees for de-spac transactions.
Liquidity and Capital Resources
On November 3, 2021, the Companywe consummated itsour Initial Public Offering of 8,800,000 units (the “Units” and, with respect to the Class A common stock included in the10,120,000 Units being offered, the “Public Shares”), at a price of $10.00 per Unit, generating gross proceeds of $88,000,000, and incurring offering costs of $7,520,024, of which $3,542,000 was for deferred underwriting commissions (which amount includes deferred underwriting commissions attributable to the exercise of the underwriters’ election of their over-allotment option, as described below) (see Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional 1,320,000 Units at the Initial Public Offering price to cover over-allotments.
$101,200,000. Simultaneously with the consummation of the closing ofInitial Public Offering, we completed the Offering, the Company consummated the private placementPrivate Placement of an aggregate of 426,500 units (the “Private Placement Units”)472,700 Units to Vision Sensing LLC, the sponsor of the Company (the “Sponsor”),our Sponsor at a purchase price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,265,000 (the “Private Placement”) (see Note 4).
Additionally, on November 3, 2021, the Company consummated the closing of the sale of 1,320,000 additional units at a price of $10.00 per unit (the “Units”) upon receiving notice of the underwriters’ election to fully exercise their overallotment option (“Overallotment Units”), generating additional gross proceeds of $13,200,000 and incurred additional offering costs of $264,000 in underwriting fees. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and three-quarters of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.
Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 46,200 Private Placement Units to Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $462,000.
Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $7,520,024 consisting of $2,024,000 of cash underwriting fees, $3,542,000 of deferred underwriting fees and $436,024 of other costs.$4,727,000.
As of November 3,June 30, 2023, we had availableinvestments of $17,656,087 held in the Trust Account. We intend to us $953,522use substantially all of cashthe funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting commissions) to complete our balance sheetinitial Business Combination. We may withdraw interest to pay taxes. During the six months ended June 30, 2023, we have withdrawn $90,090,439 for payment of redeemed Public Shares, and was available forwe withdrew $392,674 from the funds held in the Trust Account to pay our 2022 annual franchise tax and our 2022 U.S. federal income tax. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital purposes.to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2023, we had cash of $191,578 outside of the Trust Account. We intend to use the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, travelingprimarily to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating thecomplete our initial Business Combination. The interest income earned on the investments in the Trust Account are unavailable to fund operating expenses.Combination with Newsight.
In order to fund working capital deficiencies or finance transaction costs in connection with aour initial Business Combination, the Company’sour Sponsor or an affiliate of theour Sponsor or the Company’scertain of our officers and directors may, but are not obligated to, loan us funds. If we complete our initial Business Combination, we would repay such loans. In the Company funds asevent that our initial Business Combination does not close, we may be required (“Working Capital Loans”). Such Working Capital Loansuse a portion of the working capital held outside the Trust Account to repay such loans but no proceeds from our Trust Account would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, upused for such repayment. Up to $1,500,000 of notessuch loans may be converted upon consummation of a Business Combinationconvertible into additionalUnits identical to the Private Placement Units, at a price of $10.00 per Unit. InUnit at the event thatoption of the lender. On August 9, 2022, we issued a non-interest-bearing promissory note to our Sponsor for loans in the principal amount of up to $1,000,000, which is convertible into Units as described above. The note matures on the earlier to occur of the consummation of our initial Business Combination does not close,or the Company may use a portiondate of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds heldwinding up of our business. As of June 30, 2023, we had received total advances under this note in the Trust Account would be used to repay the Working Capital Loans.principal amount of $463,800.
If the Company anticipate that it may not be able to consummate our initial business combination within 12 months, the Company may, by resolutionAs of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Public stockholders, in this situation, will not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms of our certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the trust account $880,000, or $1,012,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case), on or prior to the date of the applicable deadline, for each of the available three-month extensions, providing a total possible business combination period of 18 months at a total payment value of $1,760,000, or $2,024,000 if the underwriters’ over-allotment option is exercised in full ($0.20 per unit in either case). Any such payments would be madeJune 30, 2023, we have issued non-interest-bearing, unsecured promissory notes in the formaggregate principal amount of non-interest bearing loans. If the Company complete$2,241,891 to our initial business combination, the Company will, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the placement units. If the Company do not complete a business combination, the Company will repay such loans only from funds held outside of the trust account. Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans to the extent there is insufficient funds held outside of the trust account in the event that the Company do not complete a business combination. Our sponsor and its affiliates or designees are not obligatedSponsor to fund the trust accountextensions to extend the time for usdeadline to complete our initial business combination. InBusiness Combination as described above under the event the Company receive notice from the sponsor five days prior to the applicable deadlineheading “Extensions” in Item 1 of their intent to effect an extension, the Company intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.Part 1 of this report. The public stockholders will not be afforded an opportunity to votenotes mature on the extensionearlier to occur of time to consummate anthe consummation of our initial Business Combination from 12 monthsor the date of winding up of our business. These notes are not convertible into units.
In connection with our entry into the Business Combination Agreement, we agreed to 18 months described aboveprovide Newsight with up to $1 million of bridge financing to fund Newsight’s transaction expenses in certain circumstances and subject to certain conditions in respect of the amount of funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of 7.4% of Newsight’s outstanding shares, has agreed to loan such funds to us on substantially identical terms in order to fund our obligation to make advances to Newsight. On November 4, 2022, Dr. So advanced $1,000,000 to us, which we in turn advanced to Newsight.
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If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem their sharesa significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such extensions.Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
In connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s ability to Continue as a Going Concern,” we have determined that if we are unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by September 3, 2023 (or up to November 3, 2023 if our Sponsor at the request of our board of directors deposits an additional $72,562.86 ($0.045 per Public Share) into the Trust Account for up to two 1-month extensions, which may be extended to such later date as may be approved by our stockholders in an amendment to our certificate of incorporation), then we will cease all operations except for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. We plan to consummate a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after November 3, 2023.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered any non-financial assets.
Contractual Obligations
WeOn August 9, 2022, we issued a non-interest-bearing promissory note to our Sponsor for loans in the principal amount of up to $1,000,000, which is convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender. The note matures on the earlier to occur of the consummation of our initial Business Combination or the date of winding up of our business. As of June 30, 2023, we had received total advances under this note in the principal amount of $463,800.
As of June 30, 2023, we have issued non-interest-bearing, unsecured promissory notes in the aggregate principal amount of $2,241,891 to our Sponsor to fund the extensions to the deadline to complete our initial Business Combination as described above under the heading “Extensions” in Item 1 of Part 1 of this report. The notes mature on the earlier to occur of the consummation of our initial Business Combination or the date of winding up of our business. These notes are not convertible into units.
In connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $1 million of bridge financing to fund Newsight’s transaction expenses in certain circumstances and subject to certain conditions in respect of the amount of funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of 7.4% of Newsight’s outstanding shares, has agreed to loan such funds to us on substantially identical terms in order to fund our obligation to make advances to Newsight. On November 4, 2022, Dr. So advanced $1,000,000 to us, which we in turn advanced to Newsight.
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Except for the notes issued to our Sponsor described above, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. Commencingliabilities, other than an agreement to pay the Sponsor a monthly fee up to $10,000 for office space, utilities and secretarial and administrative support services. We began incurring these fees on November 3, 2021 and will continue to incur these fees monthly until the dateearlier of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse Vision Sensing LLC,and our Sponsor, up to an amount of $10,000 per month for office space, secretarial and administrative support.liquidation.
The Underwriter was paidunderwriters for our Initial Public Offering are entitled to a cash underwritingdeferred fee of 2.0% of gross proceeds of the Public Offering, or $2,024,000. In addition, the Underwriter is entitled to aggregate deferred underwriting commissions of $3,542,000 consisting of 3.5% of the gross proceeds of the Public Offering.$3,542,000. The deferred underwriting commissionsfee will become payable to the Underwriterunderwriters from the amounts held in the Trust Account solely in the event that the Company completes an initiala Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these unaudited financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Net Loss Per Ordinary Share
Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the Private Warrants issued as components of the Private Placement Units since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.
Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and the shares of Class A common stock included in the Private Placement Units as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
Class A Common Stock Subject to Possible Redemption
All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period, which was $16,907,349 as of June 30, 2023. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.
In connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company’s Public Shares exercised their right to redeem those shares for cash at an approximate price of $10.61 per share, for an aggregate of approximately $90.2 million, leaving 1,612,508 Company Public Shares outstanding after the May 1, 2023, stockholders meeting.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we do not believe that there will be an associated material exposure to interest rate riskrisk.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended SeptemberJune 30, 2021,2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Report on Internal Controls over Financial Reporting
This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
During the most recently completed fiscal quarter ended SeptemberJune 30, 2021,2023, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
Item 1A. Risk Factors
As of the date of this Quarterly Report on Form 10-Q, there have been no material changesa smaller reporting company, we are not required to theinclude risk factors disclosed in our final prospectus dated November 1, 2021 filed with the SEC, except we may disclose changes to suchthis Report. However, below is a partial list of material risks, uncertainties and other factors or disclose additional factors from time to time in our future filings with the SEC. Any of these factorsthat could result inhave a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.the Company and its operations:
● | A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares; | |
● | we may be unable to realize the anticipated benefits of our initial Business Combination, and we may incur unanticipated expenses or delays in connection with our initial Business Combination; | |
● | we are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target; | |
● | we may not be able to select an appropriate target business or businesses and complete our initial Business Combination in the prescribed time frame; | |
● | our expectations around the performance of a prospective target business or businesses may not be realized; | |
● | we may not be successful in retaining or recruiting required officers, key employees or directors following our initial Business Combination; | |
● | our officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial Business Combination; | |
● | we may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of shareholders requesting redemption; | |
● | we may issue our shares to investors in connection with our initial Business Combination at a price that is less than the prevailing market price of our shares at that time; | |
● | you may not be given the opportunity to choose the initial business target or to vote on the initial Business Combination; | |
● | Trust Account funds may not be protected against third party claims or bankruptcy; | |
● | an active market for our public securities’ may not develop and you will have limited liquidity and trading; | |
● | the availability to us of funds from interest income on the Trust Account balance may be insufficient to operate our business prior to the Business Combination; | |
● | our financial performance following a Business Combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management; | |
● | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination and results of operations; and | |
● | If we pursue a target company with operations or opportunities outside of the United States for our initial Business Combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial Business Combination, and if we effect such initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations. |
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Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
On November 3, 2021, simultaneously with the consummation of the closing of theour Initial Public Offering, the Companywe consummated the private placementPrivate Placement of an aggregate of 426,500 units (the “PrivatePrivate Placement Units”)Units to Vision Sensing LLC, the sponsor of the Company (the “Sponsor”),our Sponsor at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,265,000 (the “Private Placement”).$4,265,000. Additionally, on November 3, 2021, simultaneously with the exercise by the underwriters of the overallotment, the Companywe consummated the Private Placement of an additional 46,200 Private Placement Units to the Sponsor, generating gross proceeds of $462,000. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The placement warrants included in the placement unitsPrivate Placement Warrants are identical to the warrants sold as part of the units in this offeringPublic Warrants except that so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they(1) the Private Placement Warrants (including the Class A common stockshares issuable upon exercise of these warrants) maythe Private Placement Warrants) will not subject to certain limited exceptions, be transferred, assignedtransferable, assignable or sold by the holderssalable until 30 days after the completionclosing of our initial business combination, (iii) they may be exercised by theBusiness Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor), and subject to securities laws restrictions regarding sale of private securities and (2) holders on a cashless basis, and (iv) will beof our Private Placement Warrants are entitled to certain registration rights.rights as described in Note 6 to our unaudited financial statements included in Item 1 above.
Use of Proceeds from the Public Offering
On November 3, 2021, the Company consummated its Initial Public Offering of 8,800,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $88,000,000, and incurring offering costs of $7,520,024, of which $3,542,000 was for deferred underwriting commissions (which amount includes deferred underwriting commissions attributable to the exercise of the underwriters’ election of their over-allotment option, as described below). The Company granted the underwriter a 45-day option to purchase up to an additional 1,320,000 Units at the Initial Public Offering price to cover over-allotments.
Additionally, on November 3, 2021, the Company consummated the closing of the sale of 1,320,000 additional unitsUnits at a price of $10.00 per unit (the “Units”)Unit upon receiving notice of the underwriters’ election to fully exercise their overallotment option, (“Overallotment Units”), generating additional gross proceeds of $13,200,000 and incurred additional offering costs of $264,000 in underwriting fees. Each Unit consists of one share of Class A common stock of the Company par value $0.0001 per share (“Class A Common Stock”), and three-quarters of one redeemable warrant of the Company (“Warrant”),Warrant, with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.
The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-259766). The SEC declared the registration statement effective on October 29, 2021.
Of the gross proceeds received from the Initial Public Offering and the Private Placement Units, $102,718,000 was placed in athe Trust Account. We paid a total of $2,024,000 in underwriting discounts and commissions and $436,024 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $3,542,000 in underwriting discounts and commission.
Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $953,522 of cash was held outside of the Trust Account available for working capital purposes.
On October 28, 2022, at the request of our Sponsor, our board of directors extended the period of time to consummate a Business Combination to February 3, 2023, our Sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the Trust Account, and we issued to our Sponsor a non-interest bearing, unsecured promissory note in that amount. On February 2, 2023, at the request of our Sponsor, we extended period of time to consummate a Business Combination a second time to May 3, 2023, our Sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the Trust Account, and we issued to our Sponsor a second non-interest bearing, unsecured promissory note in that amount. On June 2, 2023, our Sponsor deposited $72,765.20 to extend the period of time to consummate a Business combination to July 3, 2023. On June 30, 2023, our Sponsor deposited $72,562.86 to extend the period of time to consummate a Business combination to August 3, 2023. On August 1, 2023, our Sponsor further deposited $72,562.86 to extend the period of time to consummate a Business combination to September 3, 2023.If we do not complete the Business Combination with Newsight or another Business Combination by September 3, 2023 (or up to November 3, 2023 if our Sponsor at the request of our board of directors deposits an additional $72,562.86 ($0.045 per Public Share) into the Trust Account for up to two 1-month extensions, which may be extended to such later date as may be approved by our stockholders in an amendment to our certificate of incorporation), then our existence will terminate, and we will distribute all amounts in the Trust Account.
As of June 30, 2023, we have available to us $191,578 of cash on our balance sheet and a working capital of $9,602,334.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
None.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
* | Filed herewith. | |
** | Furnished. | |
(1) | Incorporated by reference to the Company’s Form 8-K filed with the SEC on May 2, 2023. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VISION SENSING ACQUISITION CORP. | ||
Date: | By: | /s/ George Peter Sobek |
George Peter Sobek | ||
Chief Executive Officer |
Date: | By: | /s/ Hang Kon Louis Ma |
Hang Kon Louis Ma Chief Financial Officer |