NewSight Imaging Ltd executed letter of intent to acquire Vision Sensing Acquisition Corp. (NasdaqGM:VSAC) from Vision Sensing LLC, Saba Capital Management, L.P., Beryl Capital Management LLC and others 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 Vision Sensing LLC, Saba Capital Management, L.P., Beryl Capital Management LLC and others 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 Business Combination 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. The transaction is expected to close in the second quarter of 2023.

EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to VSAC. ARC Group Ltd. is serving 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 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 $13,000 for its services.