NewSight Imaging Ltd executed letter of intent to acquire Vision Sensing Acquisition Corp. (NasdaqGM:VSAC) from a group of shareholders in a reverse merger transaction on February 15, 2022. NewSight Imaging Ltd signed a definitive agreement to acquire Vision Sensing Acquisition Corp. (NasdaqGM:VSAC) from a group of shareholders for approximately $220 million in a reverse merger transaction on August 30, 2022. Pursuant to the terms of the business combination agreement, VSAC?s common stock and warrants to purchase VSAC common stock will be exchanged on a one-for-one basis for Newsight Ordinary Shares and warrants. The transaction values Newsight at $215 million, which together with $102.5 million cash in VSAC?s trust account, assuming no redemptions in the business combination and the addition of proceeds of a possible financing of up to $40 million, results in a combined pro forma enterprise value of $380 million. It is estimated that Newsight will own approximately 67.6% of the issued and outstanding shares in the Combined Company at closing. As part of the transaction, Newsight?s current management and existing equity holders will roll a minimum of 95% of their equity into the Combined Company. At the consummation of the proposed business combination, combined company?s ordinary shares (the ?Newsight Ordinary Shares?) are expected to be listed on the Nasdaq Capital Market under the ticker symbol ?NSIM.? The consolidated business will operate under the Newsight name and will be led by an outstanding board of directors and leadership team, which will include, Eli Assoolin as Chief Executive Officer & Chairman of the Board, Eyal Yatskan as Chief Technology Officer & Director, George So Cho Yiu as Executive Director and Aninda DasGupta, Renu Bhatia, William A. Owens and Patricia Ackerman as Independent Directors.

The transaction is subject to the approval of VSAC and Newsight shareholders, regulatory approvals, receipt of specified third party consents, completion of any antitrust expiration periods, the Registration Statement having been declared effective by the SEC, the satisfaction of the $5,000,001 minimum net tangible asset test by Newsight or VSAC, approval of Newsight?s Nasdaq listing application and other customary condition. The transaction has been unanimously approved by each of VSAC?s and Newsight?s Boards of Directors. The shareholders meeting of VSAC is scheduled on April 27, 2023. The transaction is expected to close as early as the fourth quarter of 2022. As of December 8, 2022, the transaction is expected to close in the first quarter of 2023. As of February 2, 2023, VSAC announces the extension by which VSAC must consummate its initial business combination from February 3, 2023 to May 3, 2023. As of announced on February 6, 2023 Vision Sensing Acquisition Corp announced that on February 2, 2023, its sponsor Vision Sensing, LLC paid and Continental Stock Transfer and Trust Vision Sensing Acquisition Corp received a deposit in the Company?s trust account in an aggregate of $1.012 million representing the sum needing to be paid by Vision Sensing Acquisition Corp to extend the date on which Company must consummate its initial business combination from February 3, 2023 to May 3, 2023. Vision Sensing Acquisition Corp has issued to its Vision Sensing LLC a non-interest bearing, unsecured promissory note in the principal amount of $1.012 million as consideration for the funding. As of March 27, 27, 2023, the transaction is now expected to close in the first or second calendar quarter of 2023. As of April 24, 2023, the VSAC filed a Definitive Proxy Statement on Schedule 14A with respect to a special meeting of its stockholders to be held on April 27, 2023 to extend business combination from May 3, 2023 by up to six 1-month extensions to November 3, 2023. As of May 1, 2023, the transaction agreement was amended whereas, Vision has sought the approval of the holders of its Class A Common Stock and holders of its Class B Common Stock, at a Special Meeting to: (i) extend the date before which the Company must complete a business combination from May 3, 2023 to November 3, 2023 (or such earlier date after May 3, 2023 as determined by the Company?s board of directors) (the ? Extension Amendment ?) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from May 3, 2023 to November 3, 2023 (or such earlier date after May 3, 2023 as determined by the Company?s board of directors) (the ? Trust Amendment ?). As of June 1, 2023, VSAC announced the extension by which it must consummate its initial business combination from June 3, 2023 to July 3, 2023. As of June 28, 2023, VSAC announced the intention to extend the day by which it must consummate its initial business combination from July 3, 2023 to August 3, 2023. The transaction is expected to close in the second quarter of 2023. As on August 1, 2023, VSAC further extended the closing date from August 3, 2023 to September 3, 2023 by depositing $72,562.86 in the trust account. As per filling on August 9, 2023, the transaction is expected to close in the third or fourth quarter of 2023. As per filling on September 29, 2023, Vision Sensing, LLC, intends to deposit into the Vision Sensing Acquisition?s trust account an aggregate of $72,562.86 by October 3, 2023. This will be the sixth of up to six one-month extensions that the VSAC is authorized to obtain under its amended and restated certificate of incorporation as recently amended on May 1, 2023. As on September 29, 2023, VSAC announced payment of $72,562.86 in form of non-interest bearing, unsecured promissory note as a consideration for funding to extend period to consummate the transaction to November 3, 2023. As on October 3, 2023, VSAC also announced that the shareholders meeting is scheduled on October 20, 2023. As per filing on October 19, 2023 the special meeting postponed from October 20 to October 25, 2023. As of November 2, 2023, Vision Sensing, LLC, deposited $60,000 into the Company?s trust account to extend the date by which the Company must consummate its initial business combination from November 3, 2023, to December 3, 2023, which is the first of up to six one-month extensions that the Company is authorized to obtain.

ARC Group Ltd. is acting as financial advisor to VSAC, and Siena Capital Group acted as financial advisors to Newsight. Andrew M. Tucker, Eric K. Graben, Wells Hall and Colleen Pleasant Kline of Nelson Mullins Riley & Scarborough LLP acted as US legal counsel and Ido Zemach of Goldfarb Seligman & Co. Law Offices acted as Israeli legal counsel to VSAC in the transaction. Barry I. Grossman and Jonathan Cramer of Ellenoff Grossman & Schole LLP acted as US legal counsel and Shlomo Farkas and Perry Wildes of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. acted as Israeli legal counsel to Newsight in the transaction. As part of its due diligence for the transaction, VSAC has retained a number of leading independent firms to provide validations of the transaction. Financial due diligence, reviews of the forecast assumptions and a Fairness Opinion were provided by BDO Ziv Haft Consulting and Management Ltd. Technical due diligence, and product testing was undertaken by Exponent, Inc., a leading NASDAQ listed, multi-disciplinary engineering and scientific consulting firm. Nelson Mullins Riley & Scarborough LLP acted as legal due diligence provider to VSAC. Continental Stock Transfer & Trust Company acted as transfer agent to VSAC. VSAC paid BDO a fee for due diligence of $45,000 and a fee of $35,000 for the fairness opinion. Laurel Hill Advisory Group, LLC acted as the information agent to VSAC and will receive a fee of $13,500 for its services.

NewSight Imaging Ltd cancelled the acquisition of Vision Sensing Acquisition Corp. (NasdaqGM:VSAC) from a group of shareholders in a reverse merger transaction on December 9, 2023.