Vision Sensing Acquisition (VSAC) 10-K 24 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 20, 2023	Jun. 30, 2022
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40983
Entity Registrant Name	Vision Sensing Acquisition Corp.
Entity Central Index Key	0001883983
Entity Tax Identification Number	87-2323481
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Suite 500
Entity Address, Address Line Two	78 SW 7th Street
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33130
City Area Code	(786)
Local Phone Number	633-2520
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 101,402,400
ICFR Auditor Attestation Flag	false
Auditor Name	Adeptus Partners, LLC
Auditor Location	Ocean, New Jersey
Auditor Firm ID	3686
Units, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant
Trading Symbol	VSACU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	VSAC
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	VSACW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		10,592,700
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,530,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 71,650	$ 499,301
Other receivable	10,000
Prepaid expense	28,153	38,100
Total Current Assets	109,803	537,401
Cash and Marketable Securities held in trust account	105,082,318	102,725,633
Total Assets	105,192,121	103,263,034
Current liabilities
Accrued expenses		30,000
Account payables	640,448	17,066
Working capital loan	333,900
Extension loan	1,012,000
Income tax payable	5,000	77,310
Franchise tax payable	209,511
Total Current Liabilities	2,200,859	124,376
Deferred underwriter commission	3,542,000	3,542,000
Total Liabilities	5,742,859	3,666,376
Commitments and Contingencies
Class A common stock subject to possible redemption; 10,120,000 shares (at $10.25 per share at December 31, 2022 and $10.15 per share at December 31, 2021)	103,730,000	102,718,000
Shareholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(4,281,038)	(3,121,642)
Total Shareholders’ Deficit	(4,280,738)	(3,121,342)
Total Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit	105,192,121	103,263,034
Common Class A [Member]
Shareholders’ Deficit
Common stock, value	47	47
Common Class B [Member]
Shareholders’ Deficit
Common stock, value	$ 253	$ 253

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Nov. 03, 2021
Temporary equity, redemption price per share	$ 10.15
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares outstanding	10,120,000	10,120,000
Temporary equity, redemption price per share	$ 10.25	$ 10.15
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	472,700	472,700
Common stock, shares outstanding	472,700	472,700
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,530,000	2,530,000
Common stock, shares outstanding	2,530,000	2,530,000

Statement of Operations

Statement of Operations - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Formation and operating costs	$ (283,641)	$ (1,420,165)
Franchise Tax	(77,310)	(209,511)
Loss from Operations	(360,951)	(1,629,676)
Other Income (Expenses)
Interest earned on marketable securities held in trust account	7,633	1,487,280
Net Income (loss) before income tax	(353,318)	(142,396)
Income tax		(5,000)
Net Income (loss)	$ (353,318)	$ (147,396)
Common Class A [Member]
Other Income (Expenses)
Weighted average shares outstanding of Class B common stock	2,440,385	10,592,700
Basic and diluted net income (loss) per common stock	$ (0.08)	$ 0.02
Common Class B [Member]
Other Income (Expenses)
Weighted average shares outstanding of Class B common stock	2,171,135	2,530,000
Basic and diluted net income (loss) per common stock	$ (0.08)	$ (0.12)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Deficit - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance value at Aug. 12, 2021
Beginning balance shares at Aug. 12, 2021
Net Loss				(353,318)	(353,318)
Issuance of Class B Common stock to Sponsor		$ 253	24,747		25,000
Issuance of Class B Common stock to Sponsor, shares		2,530,000
Sale of Units in Initial Public Offering, net of offering costs	$ 1,012		98,738,964		98,739,976
Sale of Units in Initial Public Offering, net of offering costs, shares	10,120,000
Class A Common Stock subject to possible redemption	$ (1,012)		(102,716,988)		(102,718,000)
Class A Common Stock subject to possible redemption, shares	(10,120,000)
Sale of Private Placement Units	$ 47		4,726,953		4,727,000
Sale of Private Placement Units, shares	472,700
Deferred underwriting commission			(3,542,000)		(3,542,000)
Re-classification			2,768,324	(2,768,324)
Ending balance value at Dec. 31, 2021	$ 47	$ 253		(3,121,642)	(3,121,342)
Ending balance shares at Dec. 31, 2021	472,700	2,530,000
Net Loss				(147,396)	(147,396)
Additional amount deposited into trust ($0.10 per common stock subject to possible redemption)				(1,012,000)	(1,012,000)
Class A Common Stock subject to possible redemption
Ending balance value at Dec. 31, 2022	$ 47	$ 253		$ (4,281,038)	$ (4,280,738)
Ending balance shares at Dec. 31, 2022	472,700	2,530,000

Statement of Changes in Stock_2

Statement of Changes in Stockholders' Deficit (Parenthetical)	Dec. 31, 2022 $ / shares
Common Stock [Member]
Common stock subject to possible redemption price per share	$ 0.10

Statement of Cash Flows

Statement of Cash Flows - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (353,318)	$ (147,396)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(7,633)	(1,487,280)
Changes in operating assets and liabilities:
Prepaid expenses	(38,100)	9,947
Accounts payable and accrued offering costs	17,066	623,382
Accrued expenses	30,000	(30,000)
Franchise tax payable	77,310	132,201
Income tax payable		5,000
Other receivable		(10,000)
Net cash used in operating activities	(274,675)	(904,146)
Cash flows from investing activities:
Interest withdraw from Trust Account		142,595
Investment of cash in Trust Account	(102,718,000)	(1,012,000)
Net cash used in investing activities	(102,718,000)	(869,405)
Cash flows from financing activities:
Working capital loan		333,900
Extension loan		1,012,000
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discount paid	99,176,000
Proceeds from sale of private placement units	4,727,000
Payment of offering costs	(436,024)
Net cash provided by financing activities	103,491,976	1,345,900
Net change in cash	499,301	(427,651)
Cash at the beginning of the period		499,301
Cash at the end of the period	499,301	71,650
Supplemental disclosure of non-cash investing and financing activities:
Deferred underwriting fee payable	3,542,000
Initial Classification of Class A common stock subject to redemption	$ 102,718,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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 Delaware on August 13, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from August 13, 2021 (inception) through December 31, 2022, relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described 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 from the proceeds derived from the Initial Public 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 10.00 88,000,000 7,520,024 3,542,000 1,320,000 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 VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1 — Description of Organization and Business Operations (Continued) Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 6,002,024 2,024,000 3,542,000 436,024 Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $ 953,522 76,140 779,189 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 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 50 On August 30, 2022, the Company entered into a Business Combination Agreement (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. 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 $ 10.00 215,000,000 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. VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1 — Description of Organization and Business Operations (Continued) 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 The Company’s amended and restated certificate of incorporation provides that we have up to 12 months from the closing of our IPO, or until November 3, 2022, to consummate an initial business combination; however, if we anticipate that we may not be able to consummate a Business Combination within 12 months, we may, 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. On October 28, 2022, at the request of our sponsor, our board of directors extended the period of time to consummate by a Business Combination to February 3, 2023, our sponsor deposited $ 1,012,000 0.10 1,012,000 If the Company is unable to complete a Business Combination with Newsight or another Business Combination by February 3, 2023 (which can be extended to May 3, 2023 if our sponsor deposits an additional $ 1,012,000 100,000 1,012,000 0.10 VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 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 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per public 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 account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor 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. 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 statement. 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. VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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. 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 $ 71,650 no VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued) Marketable Securities Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. As of December 31, 2022, the balance in the Trust Account was $ 105,082,318 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 no no The provision for income taxes was $ 5,000 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 10.15 On December 31, 2022, 10,120,000 VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued) 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 71,650 Net Loss Per Share Net income per share is computed by dividing net income 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 warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net income allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net income allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of Basic and Diluted Net Income Loss Per Common Share For the Year Ended December 31, 2022 For the Period from August 13, 2021 (Inception) through December 31, 2021 Class A common stock Numerator: net income (loss) allocable to Class A common stock $ 171,799 $ (183,380 ) Denominator: weighted average number of Class A common stock 10,592,700 2,440,385 Basic and diluted net income (loss) per redeemable Class A common stock $ 0.02 $ (0.08 ) Class B common stock Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (314,194 ) $ (169,938 ) Denominator: weighted average number of Class B common stock 2,530,000 2,171,135 Basic and diluted net income (loss) per Class B common stock $ (0.12 ) $ (0.08 ) Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued) 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; ● 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 fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recent 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.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,120,000 10.00 101,200,000 Each Public Warrant entitles the holder purchase one ordinary share at an exercise price of $ 11.50

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 472,700 10.00 4,727,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, 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 not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares During the period ended December 31, 2022, the Sponsor purchased 2,530,000 25,000 The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and 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 completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On August 31, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the Initial Public Offering. Promissory Note was fully repaid on November 8, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, our Sponsor extended to us a line of credit of up to $ 1,000,000 10.00 1,345,900 Newsight Bridge Financing In connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $ 1 7.45 1,000,000 Sponsor Funding of Trust Account In order to fund the trust to the required level, the Sponsor has deposited $ 1,012,000 VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 5 — Related Party Transactions (Continued) Administrative Support Agreement Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 1,420,165

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement dated November 1, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the 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 lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,320,000 The underwriters were entitled to a cash underwriting discount of $ 0.2 1,760,000 2,024,000 0.35 3,080,000 3,542,000 On November 3, 2021, the underwriters purchased an additional 1,320,000 10.00 13,200,000 VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Stockholders’ Equity	Note 7 – Stockholders’ Equity Preferred Shares 1,000,000 0.0001 no Class A Common Stock 100,000,000 0.0001 Holders of the Company’s Class A common stock are entitled to one vote for each share. 472,700 Class B Common stock — 10,000,000 0.0001 Holders of the Company’s Class B common stock are entitled to one vote for each share. 2,530,000 Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business 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 shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one 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 the 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 — Public 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 on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion 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 warrant and will have no obligation to settle such 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 warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 7 – Stockholders’ Equity (Continued) 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 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 Public 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. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants 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 Public Warrants 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 Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that, so long as they are held by our sponsor or its permitted transferees, they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination and will be entitled to the registration rights described above in Note 6.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	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. On October 28, 2022, the Company extended the date by which the Company has to consummate a business combination from November 3, 2022 to February 3, 2023 (the “Extension”). The Extension is the first of two three-month extensions permitted under the Company’s governing documents. In connection with the Extension, the Sponsor deposited an aggregate of $ 1,012,000 0.10 As further described in Note 5, in connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $ 1 7.45 1,000,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	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	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.
Cash and Cash Equivalents	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 $ 71,650 no VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued)
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. As of December 31, 2022, the balance in the Trust Account was $ 105,082,318
Income Taxes	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 no no The provision for income taxes was $ 5,000
Class A Common Stock Subject to Possible Redemption	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 10.15 On December 31, 2022, 10,120,000 VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued)
Concentration of Credit Risk	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 71,650
Net Loss Per Share	Net Loss Per Share Net income per share is computed by dividing net income 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 warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net income allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net income allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. Schedule of Basic and Diluted Net Income Loss Per Common Share For the Year Ended December 31, 2022 For the Period from August 13, 2021 (Inception) through December 31, 2021 Class A common stock Numerator: net income (loss) allocable to Class A common stock $ 171,799 $ (183,380 ) Denominator: weighted average number of Class A common stock 10,592,700 2,440,385 Basic and diluted net income (loss) per redeemable Class A common stock $ 0.02 $ (0.08 ) Class B common stock Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (314,194 ) $ (169,938 ) Denominator: weighted average number of Class B common stock 2,530,000 2,171,135 Basic and diluted net income (loss) per Class B common stock $ (0.12 ) $ (0.08 )
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. VISION SENSING ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 2 — Summary of Significant Accounting Policies (Continued)
Fair Value of Financial Instruments	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; ● 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 fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Recent Accounting Standards	Recent 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income Loss Per Common Share	Schedule of Basic and Diluted Net Income Loss Per Common Share For the Year Ended December 31, 2022 For the Period from August 13, 2021 (Inception) through December 31, 2021 Class A common stock Numerator: net income (loss) allocable to Class A common stock $ 171,799 $ (183,380 ) Denominator: weighted average number of Class A common stock 10,592,700 2,440,385 Basic and diluted net income (loss) per redeemable Class A common stock $ 0.02 $ (0.08 ) Class B common stock Numerator: net income (loss) allocable to non-redeemable Class B common stock $ (314,194 ) $ (169,938 ) Denominator: weighted average number of Class B common stock 2,530,000 2,171,135 Basic and diluted net income (loss) per Class B common stock $ (0.12 ) $ (0.08 )

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)		5 Months Ended	12 Months Ended
	Nov. 03, 2021	Dec. 31, 2021	Dec. 31, 2022	Feb. 03, 2023	Oct. 28, 2022
Shares price					$ 0.10
Proceeds from issuance initial public offering		$ 99,176,000
Cash			76,140
Working capital deficit			$ 779,189
Repurchase share price per share			$ 10
Stock repurchase value			$ 215,000,000
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles			5,000,001
Asset held in trust account			1,012,000		$ 1,012,000
Interest to pay dissolution expenses			$ 100,000
Agreement description			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 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per public 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 account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor 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.
Subsequent Event [Member]
Asset held in trust account				$ 1,012,000
Fair Market Value [Member]
Business acquisition, percentage of voting interests acquired			80%
Trust [Member]
Business acquisition, percentage of voting interests acquired			50%
Common Class A [Member]
Shares price	$ 11.50
Unit issued price			$ 18
Common stock par value	$ 0.0001	$ 0.0001	0.0001
Closing IPO [Member] | Sponsor [Member]
Proceeds from issuance or sale of equity	$ 102,718,000
IPO [Member]
Stock issued during period, shares, new issues	8,800,000
Shares price	$ 10		$ 11.50
Proceeds from issuance initial public offering	$ 88,000,000
Deferred underwriting fee	7,520,024
Cash underwriting fee	3,542,000
Proceeds from issuance or sale of equity			$ 101,200,000
Over-Allotment Option [Member]
Deferred underwriting fee			3,542,000
Cash underwriting fee	264,000		2,024,000
Proceeds from issuance or sale of equity	$ 13,200,000
Transaction costs			6,002,024
Other offering costs			436,024
Cash			$ 953,522
Exercise price per share			$ 0.10
Over-Allotment Option [Member] | Maximum [Member]
Number of shares to be issued at closing of the offering			1,320,000
Deposits			$ 1,012,000
Over-Allotment Option [Member] | Sponsor [Member]
Number of shares to be issued at closing of the offering	46,200
Proceeds from issuance or sale of equity	$ 462,000		$ 4,727,000
Over-Allotment Option [Member] | Closing Sale [Member]
Number of shares to be issued at closing of the offering	1,320,000
Unit issued price	$ 10
Private Placement [Member] | Sponsor [Member]
Shares price	$ 10		$ 10
Number of shares to be issued at closing of the offering	426,500		472,700
Proceeds from issuance or sale of equity	$ 4,265,000

Schedule of Basic and Diluted N

Schedule of Basic and Diluted Net Income Loss Per Common Share (Details) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Common Class A [Member]
Numerator: net income (loss) allocable to non-redeemable Class B common stock	$ (183,380)	$ 171,799
Denominator: weighted average number of Class B common stock	2,440,385	10,592,700
Basic and diluted net income (loss) per Class B common stock	$ (0.08)	$ 0.02
Common Class B [Member]
Numerator: net income (loss) allocable to non-redeemable Class B common stock	$ (169,938)	$ (314,194)
Denominator: weighted average number of Class B common stock	2,171,135	2,530,000
Basic and diluted net income (loss) per Class B common stock	$ (0.08)	$ (0.12)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash	$ 71,650	$ 499,301
Cash equivalents	0
Asset held in trust account	105,082,318	$ 102,725,633
Unrecognized tax benefits	0
Accrued interest and penalties	0
Provision for income taxes	5,000
Business combination, net tangible assets	$ 5,000,001
Temporary equity, redemption price per share	$ 10.15
Federal depository insurance coverage	$ 250,000
Cash at bank	$ 71,650
Common Class A [Member]
Temporary equity, redemption price per share	$ 10.25	$ 10.15
Temporary equity, shares outstanding	10,120,000	10,120,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Oct. 28, 2022	Nov. 03, 2021
Subsidiary, Sale of Stock [Line Items]
Exercise price		$ 0.10
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of shares issued in transaction	10,120,000
Sale of stock, price per share	$ 10
Proceeds from issuance or sale of equity	$ 101,200,000
Sale of stock description	Each Public Warrant entitles the holder purchase one ordinary share at an exercise price of $11.50 per whole share.
Exercise price	$ 11.50		$ 10

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)		12 Months Ended
	Nov. 03, 2021	Dec. 31, 2022	Oct. 28, 2022
Defined Benefit Plan Disclosure [Line Items]
Unit issued price			$ 0.10
Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Gross proceeds from transaction	$ 13,200,000
Sponsor [Member] | Private Placement [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares to be issued at closing of the offering	426,500	472,700
Unit issued price	$ 10	$ 10
Gross proceeds from transaction	$ 4,265,000
Sponsor [Member] | Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares to be issued at closing of the offering	46,200
Gross proceeds from transaction	$ 462,000	$ 4,727,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)			5 Months Ended	12 Months Ended
	Nov. 04, 2022	Aug. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Oct. 28, 2022	Aug. 09, 2022
Related Party Transaction [Line Items]
Cash and cash equivalents, at carrying value			$ 499,301	$ 71,650
Agreement description				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 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per public 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 account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor 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.
Working capital loan				$ 333,900
Asset held in trust account				$ 1,012,000	$ 1,012,000
General and administrative expense			$ 1,420,165
Dr George Cho Yiu So [Member]
Related Party Transaction [Line Items]
Beneficial ownership percentage				7.45%
Dr George Cho Yiu So [Member]
Related Party Transaction [Line Items]
Proceeds from collection of advance to affiliate	$ 1,000,000
Dr George Cho Yiu So [Member] | Business Combination Agreement [Member]
Related Party Transaction [Line Items]
Business combination transaction				$ 1,000,000
Sponsor [Member]
Related Party Transaction [Line Items]
Cash and cash equivalents, at carrying value				25,000
Working capital loan				1,345,900
Sponsor [Member] | Vision Sensing LLC [Member]
Related Party Transaction [Line Items]
Other general and administrative expense				$ 10,000
Sponsor [Member] | Additional Placement [Member]
Related Party Transaction [Line Items]
Additional placement unit price						$ 10
Sponsor [Member] | Convertible Notes [Member]
Related Party Transaction [Line Items]
Line of credit						$ 1,000,000
Sponsor [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Aggregate principal amount borrow up to		$ 300,000
Debt instrument description		The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the Initial Public Offering. Promissory Note was fully repaid on November 8, 2021.
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Issuance of common stock				2,530,000
Agreement description				The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and 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 completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		12 Months Ended
	Nov. 03, 2021	Dec. 31, 2022
Underwriters [Member]
Loss Contingencies [Line Items]
Share Price		$ 0.2
Underwriting discount		$ 1,760,000
Deferred underwriting fee		$ 3,080,000
Underwriters [Member] | Deferred Fee [Member]
Loss Contingencies [Line Items]
Share Price		$ 0.35
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Proceeds from issuance or sale of equity	$ 13,200,000
Over-Allotment Option [Member] | Closing Sale [Member]
Loss Contingencies [Line Items]
Number of shares to be issued in transaction	1,320,000
Share Price	$ 10
Over-Allotment Option [Member] | Underwriters [Member]
Loss Contingencies [Line Items]
Aggregate underwriting discount		$ 2,024,000
Over-Allotment Option [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Number of shares to be issued in transaction		1,320,000
IPO [Member]
Loss Contingencies [Line Items]
Proceeds from underwriting expense		$ 3,542,000
Proceeds from issuance or sale of equity		$ 101,200,000

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Nov. 03, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred Stock, Shares Outstanding	0	0
Warrant price per share	$ 0.01
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, voting rights	Holders of the Company’s Class A common stock are entitled to one vote for each share.
Common stock, shares, issued	472,700	472,700
Common stock, shares, outstanding	472,700	472,700
Unit issued price	$ 18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, voting rights	Holders of the Company’s Class B common stock are entitled to one vote for each share.
Common stock, shares, issued	2,530,000	2,530,000
Common stock, shares, outstanding	2,530,000	2,530,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)		12 Months Ended
	Nov. 04, 2022	Dec. 31, 2022	Oct. 28, 2022
Defined Benefit Plan Disclosure [Line Items]
Asset held in trust account		$ 1,012,000	$ 1,012,000
Shares price			$ 0.10
Dr George Cho Yiu So [Member]
Defined Benefit Plan Disclosure [Line Items]
Beneficial ownership percentage		7.45%
Dr George Cho Yiu So [Member]
Defined Benefit Plan Disclosure [Line Items]
Proceeds from collection of advance to affiliate	$ 1,000,000
Dr George Cho Yiu So [Member] | Business Combination Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Business combination transaction		$ 1,000,000
Newsight Imaging Ltd [Member] | Dr George Cho Yiu So [Member]
Defined Benefit Plan Disclosure [Line Items]
Beneficial ownership percentage		7.45%
Newsight Imaging Ltd [Member] | Dr George Cho Yiu So [Member]
Defined Benefit Plan Disclosure [Line Items]
Proceeds from collection of advance to affiliate	$ 1,000,000
Newsight Imaging Ltd [Member] | Dr George Cho Yiu So [Member] | Business Combination Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Business combination transaction		$ 1,000,000
Sponsor [Member] | Extension [Member]
Defined Benefit Plan Disclosure [Line Items]
Asset held in trust account			$ 1,012,000
Shares price			$ 0.10