| Description of Organization and Business Operations | Note
1 — Description of Organization and Business Operations Vision
Sensing Acquisition Corp. (the “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”). 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 September 30, 2021, the Company had not commenced any operations. All activity for the period from August 13, 2021 (inception) through
September 30, 2021 relates to the Company’s formation and the Offering (as defined below). 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”). 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 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) (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. Simultaneously
with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 426,500 10.00 4,265,000 Additionally, on November 3, 2021, the
Company consummated the closing of the sale of 1,320,000
10.00 13,200,000
264,000
0.0001
11.50
Simultaneously
with the exercise of the overallotment, the Company consummated the Private Placement of an additional 46,200 462,000 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 account (“Trust 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 Company Act”), with a maturity of 185 days or less or in any open-ended investment company that
holds itself out as a money market fund 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. Transaction
costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 7,520,024 2,024,000 3,542,000 436,024 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 25,000 547 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% 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 a Business Combination.
The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 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”) 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. The
Company will have until November 3, 2022 (or up to May 3, 2023, as applicable) to consummate a Business Combination. If the Company is
unable to complete a Business Combination within 12 months from 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 deposit of up to $ 880,000 ,
or $ 1,012,000
if the underwriters’ over-allotment
option is exercised in full ($ 0.10
per unit in either case) for each three month
extension, into the trust account, or as extended by the Company’s stockholders in accordance with our 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, 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, 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 shares as soon as reasonably possible following
our 12th month (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 deposit of up to $ 880,000 ,
or $ 1,012,000
if the underwriters’ over-allotment
option is exercised in full ($ 0.10
per unit in either case) for each three month
extension, into the trust account, 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
sponsor 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 combination agreement, reduce the amount of funds in the trust account to
below the lesser of (i) $ 10.15 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. |
