Related Party Transactions	3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Class B Common Stock On September 2, 2021, the Company issued an aggregate of 2,530,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.009 per share. The Founder Shares are no longer subject to forfeiture due to full exercise in our Initial Public Offering of the over-allotment by the underwriter. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. VISION SENSING ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 5 — Related Party Transactions (Continued) Related Party Loans In order to finance transaction costs in connection with a Business Combination, our Sponsor extended to us a line of credit of up to $1,500,000 pursuant to a Convertible Promissory Note dated August 9, 2022 (“Sponsor Working Capital Loan”). Such Sponsor Working Capital Loan is to either be repaid upon the consummation of a Business Combination, without interest, or, at the Sponsor’s discretion, up converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. As of March 31, 2024, the amount outstanding under the Sponsor Working Capital Loan was $882,253. As of December 31, 2023, the amount outstanding under the Sponsor Working Capital Loan was $512,303. To fund extensions of the deadline for us to complete our initial Business Combination, the Sponsor deposited an additional $1,012,000 into the Trust Account on each of October 28, 2022 and February 2, 2023 and approximately $72,562.86 for each of six one-month extensions during Calendar year 2023 and $60,000 for each of two additional one-month extensions during calendar year 2023. During the first quarter of 2024, the Company has deposited in to the Trust Account $60,000 for each of three one-months extensions for an aggregate amount of $180,000. In return, we issued the Sponsor non-interest bearing, unsecured promissory notes, in the aggregate amount of $2,759,452 and $2,579,452 as of March 31, 2024 and December 31, 2023 respectively. In connection with the previous Business Combination with Newsight, Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of 7.4% of Newsight’s outstanding shares, agreed to loan $1 million to us on substantially identical terms in order to fund our obligation to make advances to Newsight. As of March 31, 2024 and December 31, 2023, the loan has a principal of $ 1,000,000 and total interest accrued was $151,516 and $123,202, respectively. Newsight Bridge Financing In connection with our entry into the Newsight Business Combination Agreement, we agreed to provide Newsight with up to $1 million of bridge financing to fund Newsight’s transaction expenses in certain circumstances and subject to certain conditions in respect of the amount of funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of 7.4% of Newsight’s outstanding shares, agreed to loan such funds to us on substantially identical terms in order to fund our obligation to make advances to Newsight. On November 4, 2022, Dr. So advanced $1,000,000 to us, which we in turn advanced to Newsight. The bridge financing and accrued interest, of 10% per annum accrued and compounded monthly, shall be mature and be payable upon Newsight’s receipt of $2,000,000 in financing. The Company has requested repayment from Newsight; however, Newsight has denied that any amounts are currently due. As of March 31, 2024 and December 31, 2023, the total interest accrued under the loan was $151,516 and $123,202, respectively. Administrative Support Agreement Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2024, $30,000 of expense was recorded and included in formation and operating costs in the unaudited condensed statement of operations. For the three months ended March 31, 2023, $30,000 of expense was recorded and included in formation and operating costs in unaudited condensed the statement of operations.

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Note 5 — Related Party Transactions

Class B Common Stock

On September 2, 2021, the Company issued an aggregate of 2,530,000 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.009 per share. The Founder Shares are no longer subject to forfeiture due to full exercise in our Initial Public Offering of the over-allotment by the underwriter.

The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5 — Related Party Transactions (Continued)

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, our Sponsor extended to us a line of credit of up to $1,500,000 pursuant to a Convertible Promissory Note dated August 9, 2022 (“Sponsor Working Capital Loan”). Such Sponsor Working Capital Loan is to either be repaid upon the consummation of a Business Combination, without interest, or, at the Sponsor’s discretion, up converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. As of March 31, 2024, the amount outstanding under the Sponsor Working Capital Loan was $882,253. As of December 31, 2023, the amount outstanding under the Sponsor Working Capital Loan was $512,303.

To fund extensions of the deadline for us to complete our initial Business Combination, the Sponsor deposited an additional $1,012,000 into the Trust Account on each of October 28, 2022 and February 2, 2023 and approximately $72,562.86 for each of six one-month extensions during Calendar year 2023 and $60,000 for each of two additional one-month extensions during calendar year 2023. During the first quarter of 2024, the Company has deposited in to the Trust Account $60,000 for each of three one-months extensions for an aggregate amount of $180,000. In return, we issued the Sponsor non-interest bearing, unsecured promissory notes, in the aggregate amount of $2,759,452 and $2,579,452 as of March 31, 2024 and December 31, 2023 respectively.

In connection with the previous Business Combination with Newsight, Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of 7.4% of Newsight’s outstanding shares, agreed to loan $1 million to us on substantially identical terms in order to fund our obligation to make advances to Newsight. As of March 31, 2024 and December 31, 2023, the loan has a principal of $ 1,000,000 and total interest accrued was $151,516 and $123,202, respectively.

Newsight Bridge Financing

In connection with our entry into the Newsight Business Combination Agreement, we agreed to provide Newsight with up to $1 million of bridge financing to fund Newsight’s transaction expenses in certain circumstances and subject to certain conditions in respect of the amount of funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of 7.4% of Newsight’s outstanding shares, agreed to loan such funds to us on substantially identical terms in order to fund our obligation to make advances to Newsight. On November 4, 2022, Dr. So advanced $1,000,000 to us, which we in turn advanced to Newsight. The bridge financing and accrued interest, of 10% per annum accrued and compounded monthly, shall be mature and be payable upon Newsight’s receipt of $2,000,000 in financing. The Company has requested repayment from Newsight; however, Newsight has denied that any amounts are currently due. As of March 31, 2024 and December 31, 2023, the total interest accrued under the loan was $151,516 and $123,202, respectively.

Administrative Support Agreement

Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2024, $30,000 of expense was recorded and included in formation and operating costs in the unaudited condensed statement of operations. For the three months ended March 31, 2023, $30,000 of expense was recorded and included in formation and operating costs in unaudited condensed the statement of operations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

VISION SENSING ACQUISITION CORP. 10-Q