Blog: VISION SENSING ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

On September 14, 2022, Newsight Imaging, Ltd., an Israeli Company (“Newsight”)
issued a press release (the “Press Release”) announcing the first shipments of
an initial batch of the NSI9000 one-chip (non-stacked) CMOS image sensor
solution for depth imaging to select customers.

As announced on August 30, 2022 and described in greater detail in a Current
Report on Form 8-K filed by Vision Sensing Acquisition Corp, a Delaware
corporation (“VSAC”), with the Securities and Exchange Commission on September
6, 2022, VSAC and Newsight entered into a business combination agreement dated
August 30, 2022 (as may be amended and/or restated from time to time, the
“Business Combination Agreement”), pursuant to which: (i) a newly-organized,
wholly-owned subsidiary of Newsight will merge into VSAC resulting in VSAC
becoming a wholly-owned subsidiary of Newsight, (ii) Newsight will register as a
publicly traded company, (iii) Newsight’s existing shares will be split to
facilitate a fully diluted value per Newsight share of US$10, (iv) VSAC’s common
stock will be exchanged on a one-for-one basis for Newsight Ordinary Shares and
(v) warrants to purchase VSAC 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.

A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. The Press Release is intended to be furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K (this “Form 8-K”) is provided for informational
purposes only and contains information with respect to a proposed business
combination (the “Proposed Business Combination”) among VSAC and Newsight. No
representations or warranties, express or implied are given in, or in respect
of, this Form 8-K. In addition, this Form 8-K does not purport to be
all-inclusive or to contain all the information that may be required to make a
full analysis of Newsight or the Proposed Business Combination.

This Form 8-K includes a summary set of risk factors that may have a material
impact in connection with the Proposed Business Combination or Newsight. These
are not intended to capture all the risks to which the Proposed Business
Combination or Newsight is subject or may be subject, and we encourage investors
to review the risk factors set forth in the Registration Statement (as defined
below), when available. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither
VSAC nor Newsight presently know or that VSAC and Newsight currently believe are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
reflect VSAC’s and Newsight’s expectations, plans or forecasts of future events
and views as of the date of this Form 8-K. VSAC and Newsight anticipate that
subsequent events and developments will cause VSAC’s and Newsight’s assessments
to change. However, while VSAC and Newsight may elect to update these
forward-looking statements at some point in the future, VSAC and Newsight
specifically disclaim any obligation to do so. To the fullest extent permitted
by law in no circumstances will Newsight, VSAC or any of their respective
subsidiaries, interest holders, affiliates, representatives, partners,
directors, officers, employees, advisers or agents be responsible or liable for
any direct, indirect or consequential loss or loss of profit arising from the
use of this Form 8-K, its contents, its omissions, reliance on the information
contained within it, or on opinions communicated in relation thereto or
otherwise arising in connection therewith. These forward-looking statements
should not be relied upon as representing VSAC’s and Newsight’s assessments as
of any date subsequent to the date of this Form 8-K. Accordingly, undue reliance
should not be placed upon the forward-looking statements. Any financial
information and data contained in this Form 8-K is unaudited and may not conform
to Regulation S-X promulgated under the Securities Act of 1933, as amended (the
“Securities Act”). Accordingly, such information and data may not be included
in, may be adjusted in, or may be presented differently in, the Registration
Statement (as defined below) to be filed by Newsight with the U.S. Securities
and Exchange Commission (the “SEC”).

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This Form 8-K contains “forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities Litigation Reform Act of
1995. VSAC’s and Newsight’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 Newsight’s expectations with respect to future
performance and anticipated financial impacts of the transactions (the
“Transactions”) contemplated by the Business Combination Agreement dated August
30, 0222 by and among Newsight, Newsight Merger Sub inc. and VSAC attached as
Exhibit 2.1 to the Current Report on Form 8-K dated August 30, 2022 of VSAC
filed with the SEC on September 6, 2022 (the “Business Combination Agreement”),
the satisfaction of the closing conditions to the Transactions and the timing of
the completion of the Transactions. 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 of the
control of VSAC or Newsight and are difficult to predict. Factors that may cause
such differences include but are not limited to: (i) the expected timing and
likelihood of completion of the Transactions, including the risk that the
Transactions may not close due to one or more closing conditions to the
Transactions in the definitive Business Combination Agreement not being
satisfied or waived on a timely basis or otherwise, or that the required
approval of the Business Combination Agreement and related matters by the
shareholders of Newsight and VSAC are not obtained; (ii) VSAC’s failure to
retain sufficient cash in its trust account or find replacement financing in
order to meet the minimum cash condition in the Business Combination Agreement;
(iii) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Business Combination Agreement; (iv) the ability
of Newsight to meet Nasdaq listing standards following the Transactions and in
connection with the consummation thereof; (v) costs related to the proposed
Transactions; (vi) the occurrence of a material adverse change with respect to
the financial position, performance, operations or prospects of Newsight or
VSAC; (vii) the disruption of Newsight management time from ongoing business
operations due to the proposed Transactions; (viii) announcements relating to
the Transactions having an adverse effect on the market price of VSAC’s
securities; (ix) failure to realize the anticipated benefits of the Proposed
Business Combination or risk relating to the uncertainty of any prospective
financial information of Newsight; (x) the effect of the Transactions and the
announcement thereof on the ability of Newsight to retain customers and retain
and hire key personnel and maintain relationships with its suppliers and
customers and on its operating results and businesses generally; (xi) the
failure of Newsight to meet projected development and production targets; (xii)
changes in applicable laws or regulations, including laws and regulations
affecting the market for Newsight’s products; (xiii) the possibility that the
combined company may be adversely affected by other economic, business, and/or
competitive factors, or the continuing effects of the COVID-19 pandemic, the
worsening thereof or other future pandemics; (xiv) fluctuations or effects on
Newsight’s ability to implement its business strategy, maintain or grow
customers or distributors or the price, availability and quality of raw
materials and contracted products as well as currency fluctuations, and (xv)
other risks and uncertainties described herein, as well as those risks and
uncertainties discussed from time to time in other reports and other public
filings with the SEC by VSAC, including VSAC’s Form 10-K for the year ended
December 31, 2021 as filed with the SEC on March 31, 2022 (the “10-K”), and its
Form 10-Q, as filed with the SEC on August 12, 2022 (the “10-Q”), or that
Newsight intends to file with the SEC, including in the Registration Statement.
The foregoing list of factors is not exclusive. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated or
anticipated by such forward-looking statements. There may be additional risks
that neither VSAC nor Newsight presently know, or that VSAC and Newsight
currently believe are immaterial, that could cause actual results to differ from
those contained in the forward-looking statements. Readers are cautioned not to
place undue reliance upon any forward-looking statements, which speak only as of
the date made. VSAC and Newsight undertake no obligation to update
forward-looking statements to reflect events or circumstances after the date
they were made except as required by law or applicable regulation.

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Additional Information About the Proposed Business Combination and Where to Find
It

In connection with the Proposed Business Combination, Newsight intends to file
relevant materials with the SEC, including a Registration Statement on Form F-4,
which will include a proxy statement/prospectus of VSAC, and a prospectus for
the registration of Newsight securities in connection with the Proposed Business
Combination (the “Registration Statement”). The parties urge its investors,
shareholders, and other interested persons to read, when available, the
preliminary proxy statement/prospectus and definitive proxy
statement/prospectus, in each case when filed with the SEC and documents
incorporated by reference therein because these documents will contain important
information about VSAC, Newsight and the Proposed Business Combination. After
the Registration Statement is declared effective by the SEC, the definitive
proxy statement/prospectus and other relevant documents will be mailed to the
shareholders of VSAC as of the record date in the future to be established for
voting on the Proposed Business Combination and will contain important
information about the Proposed Business Combination and related matters.
Shareholders of VSAC and other interested persons are advised to read, when
available, these materials (including any amendments or supplements thereto) and
any other relevant documents in connection with VSAC’s solicitation of proxies
for the meeting of shareholders to be held to approve, among other things, the
Proposed Business Combination, because they will contain important information
about VSAC, Newsight and the Proposed Business Combination. Shareholders and
other interested persons will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy statement/prospectus, and other
relevant materials in connection with the Proposed Business Combination, without
charge, once available, at the SEC’s website at http://www.sec.gov or by directing a
request to: VSAC Acquisition Corp., Attention: Garry Stein, telephone: +852 9858
0029. The information contained on, or that may be accessed through, the
websites referenced in this Form 8-K in each case is not incorporated by
reference into, and is not a part of, this Form 8-K.

Participants in the Solicitation

VSAC, Newsight and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from VSAC’s shareholders in
connection with the Proposed Business Combination. VSAC’s shareholders and other
interested persons may obtain, without charge, more detailed information
regarding the directors and officers of VSAC in VSAC’s final prospectus filed
with the SEC on November 3, 2021 in connection with VSAC’s initial public
offering or in VSAC’s Form 10-K or its Form 10-Q. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of
proxies to VSAC’s shareholders in connection with the Proposed Business
Combination will be set forth in the proxy statement/prospectus for the Proposed
Business Combination, accompanying the Registration Statement that Newsight
intends to file with the SEC. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the Proposed
Business Combination will likewise be included in that Registration Statement.
You may obtain free copies of these documents as described above.

Non-Solicitation

This Form 8-K is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Proposed
Business Combination and shall not constitute an offer to sell or a solicitation
of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or 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, or an exemption
therefrom.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                               Description

99.1            Press Release, dated September 14, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)



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