Vison Sensing Form 3 VISION SENSING ACQUISITION / George Cho Yiu So ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Vison Sensing LLC

(Last) (First) (Middle)

C/O VISION SENSING ACQUISITION CORP.

SUITE 500, 78 SW 7TH STREET

(Street)

MIAMI FL 33130

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2021

3. Issuer Name and Ticker or Trading Symbol
VISION SENSING ACQUISITION CORP. [ VSAC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.0001 per share	(1)	(1)	Class A Common Stock, par value $0.0001 per share	2,530,000	(1)	I	See Explanation of Responses(1)(2)(3)(4)

1. Name and Address of Reporting Person^*

Vison Sensing LLC

(Last) (First) (Middle)

C/O VISION SENSING ACQUISITION CORP.

SUITE 500, 78 SW 7TH STREET

(Street)

MIAMI FL 33130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

So George Cho Yiu

(Last) (First) (Middle)

C/O VISION SENSING ACQUISITION CORP.

SUITE 500, 78 SW 7TH STREET

(Street)

MIAMI FL 33130

(City) (State) (Zip)

Explanation of Responses:

1. Vision Sensing LLC ("Sponsor") directly owns shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of Vision Sensing Acquisition Corp. (the "Issuer"), including 330,000 shares of Class B Common Stock that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

2. The managing member of the Sponsor is George Cho Yiu So ("Mr. So" and together with Sponsor, the "Reporting Persons").

3. Because of the relationship between the Reporting Persons, Mr. So may be deemed to beneficially own the securities reported herein to the extent of his pecuniary interests. Mr. So disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.

4. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Mr. So is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein in excess of his pecuniary interests.

	/s/ George Cho Yiu So, Managing Member, Vision Sensing LLC	10/29/2021
	/s/ George Cho Yiu So	10/29/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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