Filed
by Vision Sensing Acquisition Corp.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Vision Sensing Acquisition Corp.
Commission
File No. 001-40983
Vision
Sensing Acquisition Corp.
Announces
Intention to Extend the Period to Consummate Its Initial Business Combination
to
October 3, 2024
New
York, NY – Wednesday, August 30, 2024 — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company”)
a special purpose acquisition company, announced today that it has notified Continental Stock Transfer & Trust Company that it intends
to extend the date by which the Company must consummate its initial business combination from September 3, 2024 to October 3, 2024, and
that its sponsor, Vision Sensing, LLC, intends to deposit into the Company’s trust account an aggregate of $51,016.10 by July 3,
2024 (the “Extension”). In connection with the Extension, the Company intends to issue to its sponsor a non-interest
bearing, unsecured promissory note in the principal amount of $51,016.10 as consideration for the funding. This will be the fifth of
up to six one-month extensions that the Company is authorized to obtain under its amended and restated certificate of incorporation as
recently amended on April 30, 2024.
The
Extension provides the Company with additional time to complete an initial business combination.
About
Vision Sensing Acquisition Corp.
Vision
Sensing Acquisition Corp. (“VSAC”) is a Special Purpose Acquisition Company (“SPAC”) that has been
established to focus on the acquisition of a private technology company.
EF
Hutton, division of Benchmark Investments, LLC, is serving as Capital Market Advisor to VSAC and ARC Group Limited is serving as Financial
Advisor to VSAC.
Forward-Looking
Statements
This
press release contains, and certain oral statements made by representatives of VSAC, Mediforum, and their respective affiliates, from
time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. VSAC’s and Mediforum’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “might” and “continues,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, VSAC’s and Mediforum’s
expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the
closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements
involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these
factors are outside the control of VSAC or Mediforum and are difficult to predict. Factors that may cause such differences include, but
are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger
Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against VSAC
or Mediforum following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete
the business combination, including due to failure to obtain approval of the shareholders of VSAC or other conditions to closing in the
Merger Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from insurance
regulators) required to complete the transactions contemplated by the Merger Agreement; (5) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close;
(6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on Nasdaq following the business
combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation
of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected
by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;
(9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that Mediforum or
the combined company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties
to be identified in the Form S-4 or Form F-4 filed by VSAC (when available) relating to the business combination, including those under
“Risk Factors” therein, and in other filings with the Securities and Exchange Commission (“SEC”) made by VSAC
and Mediforum. VSAC and Mediforum caution that the foregoing list of factors is not exclusive. VSAC and Mediforum caution readers not
to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither VSAC or Mediforum undertakes
or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable
law. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this
press release.
Additional
Information and Where to Find It
In
connection with the proposed transaction, the Mediforum Business Combination Agreement calls for VSAC and Mediforum to cause a registration
statement on Form F-4 or S-4 to be filed with the SEC, which will include a proxy statement to be distributed to VSAC’s stockholders
in connection with VSAC’s solicitation for proxies for the vote by VSAC’s stockholders in connection with the proposed transaction
and other matters as described in the registration statement, as well as a prospectus relating to Mediforum’s securities to be
issued in connection with the proposed transaction. VSAC’s stockholders and other interested persons are advised to read, once
available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus,
in connection with VSAC’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things,
the proposed transaction, because these documents will contain important information about VSAC, Mediforum, and the proposed transaction.
After the registration statement is filed and declared effective, VSAC will mail a definitive proxy statement and other relevant documents
to its stockholders as of the record date to be established for voting on the proposed transaction. Stockholders may also obtain a copy
of the preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, as well as
other documents filed with the SEC regarding the proposed transaction and other documents filed with the SEC, without charge, at the
SEC’s website located at www.sec.gov.
Participants
in the Solicitation
VSAC,
Mediforum, and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitations of proxies from VSAC’s stockholders in connection with the proposed transaction.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of VSAC’s stockholders in
connection with the proposed transaction will be set forth in the proxy statement/prospectus included in the Registration Statement to
be filed with the SEC in connection with the proposed transaction. You can find more information about VSAC’s directors and executive
officers in VSAC’s final prospectus related to its initial public offering. Additional information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when
it becomes available. Stockholders, potential investors, and other interested persons should read the proxy statement/prospectus carefully
when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources
indicated above.
No
Offer or Solicitation
This
press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the potential transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities of VSAC,
Mediforum or the combined company, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Contacts
For
Vision Sensing Acquisition Corp.:
George
Peter Sobek, Chairman and CEO
georgesobek@hotmail.co.uk
Vision Sensing Acquisition (NASDAQ:VSACU)
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