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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2023
Vision Sensing Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40983 | 87-2323481 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
10 E. 53rd St. Suite 3001, New York, NY 10022 33130
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (786) 633-2520
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Units, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant | VSACU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, $0.0001 par value per share | VSAC | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | VSACW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As previously announced, on August 30, 2022, Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”) entered into a Business Combination Agreement (as amended by Amendment No. 1 to Business Combination Agreement dated January 19, 2023 and Amendment No. 2 to Business Combination Agreement dated January 30, 2023, 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”), that contemplated: (i) the merger of Merger Sub into the Company resulting in the Company becoming a wholly-owned subsidiary of Newsight, (ii) Newsight registering as a publicly traded company, (iii) Newsight’s existing shares being split to facilitate a fully diluted value per Newsight share of US$10.00, (iv) the Company’s common stock being exchanged on a one-for-one basis for Newsight Ordinary Shares and (v) warrants to purchase the Company’s common stock instead becoming eligible to purchase the same number of Newsight Ordinary Shares at the same exercise price and for the same exercise period (such transactions, the “Business Combination”).
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth below under Item 1.02 is incorporated herein by reference,
Item 1.02. Termination of a Material Definitive Agreement.
On December 9, 2023, the Company, Newsight and Merger Sub entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) pursuant to which they terminated the Business Combination Agreement by mutual agreement in accordance with Section 7.1(a) thereof, and each party, on behalf of itself and its agents, released, waived and forever discharged the other parties and their agents of and from any and all obligation or liability arising under the Business Combination Agreement. The Company and Newsight determined to mutually terminate the Business Combination Agreement because of challenging global economic conditions.
The forgoing description of the Mutual Termination Agreement is qualified in its entirety by the full text of the agreement, which is filed herewith as Exhibit 10.1 to this current report and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description of Exhibit | |
| 10.1 | Mutual Termination Agreement dated December 9, 2023 by and among the Company and Newsight Imaging Ltd.. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 11, 2023 | By: | /s/ George Peter Sobek |
| George Peter Sobek | ||
| Chief Executive Officer | ||
Exhibit 10.1
MUTUAL TERMINATION AGREEMENT
This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is entered into as of December 9, 2023 (the “Effective Date”) by and among (i) Newsight Imaging Ltd., an Israeli company (the “Company”), (ii) Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Vision Sensing Acquisition Corp., a Delaware corporation (“VSAC” and together with the Company and Merger Sub, the “Parties” and each a “Party”).
WHEREAS, the Parties previously entered into that certain Business Combination Agreement dated August 30, 2022, as amended by that certain Amendment No. 1 to Business Combination Agreement dated as of January 19, 2023 and that certain Amendment No. 2 to Business Combination Agreement dated January 30, 2023 (the “Business Combination Agreement”); and
WHEREAS, pursuant to Section 7.1(a) of the Business Combination Agreement, the Parties desire to terminate the Business Combination Agreement by mutual written consent of VSAC and the Company, as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement.
2. Termination of the Merger Agreement. Effective as of the Effective Date, the Business Combination Agreement is hereby terminated in all respects in accordance with Section 7.1(a) of the Business Combination Agreement and is of no further force or effect by or against any Party thereto. Each Party, on behalf of itself and its agents, hereby releases, waives, and forever discharges the other Parties and other Parties’ agents of and from any and all obligation or liability arising under the Business Combination Agreement.
3. Further Assurances. The Parties hereby agree to execute and deliver, and to cause their respective representatives and Affiliates to execute and deliver, from time to time, such additional documents, conveyances or other assurances reasonably necessary to carry out the intent of this Agreement.
[remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.
| VISION SENSING ACQUISITION CORP. | ||
| By: | /s/ George Peter Sobek | |
| George Peter Sobek | ||
| Chief Executive Officer | ||
| NEWSIGHT IMAGING LTD. | ||
| By: | /s/ Eli Assoolin | |
| Eli Assoolin | ||
| Chief Executive Officer | ||
| NEWSIGHT MERGERSUB, INC. | ||
| By: | /s/ Eli Assoolin | |
| Eli Assoolin | ||
| Chief Executive Officer | ||