UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July 9~~October 3, ~~2023~~2024

VISION SENSING ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-40983

87-2323481

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Suite 500, 78 SW 7th Street, Miami, FL 33130

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (783) 633-2520

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant	VSACU	The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share	VSAC	The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	VSACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Successful~~On ~~Application~~October to8, 2024, Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”, or “VSAC”) notified The Nasdaq Stock ~~Exchange~~Market ~~for~~(“Nasdaq”), that VSAC’s Sponsor, Vision Sensing LLC, did not deposit the required extension fee into the Company’s trust account at Continental Stock Transfer & Trust Company, which was due on October 3, 2024, in order to ~~Migrate~~extend the date by which the Company must consummate its initial business combination from October 3, 2024, to November 3, 2024. VSAC is no longer able to pursue a business combination. VSAC’s Board of Directors has, therefore, determined to voluntarily delist the ~~Nasdaq~~securities ~~Capital~~of ~~Market~~the Company from Nasdaq.

~~Vision~~The ~~Sensing Acquisition Corp. (“VSAC” or “the~~ Company~~”),~~ ~~previously~~expects ~~announced, on January 23, 2024,~~ that ~~VSAC~~Nasdaq ~~had~~will ~~received~~file a ~~staff~~Form ~~determination~~25 ~~letter,~~with ~~on January 17, 2024, from~~ the ~~Listing~~U.S. ~~Qualifications~~Securities ~~Department~~and ofExchange ~~The~~Commission ~~Nasdaq Stock Market LLC notifying the Company of the determination from the Nasdaq Staff~~ (the “~~Staff~~Commission”) to delist ~~the~~its ~~Company’s~~ securities, ~~from The Nasdaq Stock Market~~ and that ~~VSAC~~the ~~had~~delisting ~~submitted~~will abecome ~~request~~effective toten ~~appeal~~days ~~Staff’s~~after ~~determination~~Nasdaq tofiles athe ~~Hearings~~Form ~~Panel. On~~25 ~~January~~with ~~26,~~the ~~2024,~~Commission ~~VSAC~~to complete ~~issued~~the adelisting. ~~further~~The ~~press~~Company ~~release~~thereafter ~~announcing~~expects ~~that,~~to onfile ~~January~~a ~~24,~~Form ~~2024,~~15 ~~VSAC~~with ~~was notified,~~the byCommission ato ~~Nasdaq~~terminate ~~Hearings Advisor, that~~ the ~~hearing~~registration isof ~~scheduled~~its tosecurities under bethe ~~held~~Securities onExchange ~~April~~Act 4of 1934, ~~2024~~as amended.

~~On, February~~Item 7,8.01 ~~2024,~~Other ~~the Company filed the outstanding 10-Q and regained compliance with Listing Rule 5250(c)(1).~~Events

OnDissolution ~~April 4, 2024, the Company met with the Nasdaq Hearings Panel (“Panel”)~~ and ~~the~~Liquidation ~~Company~~of ~~management addressed Staff’s concerns regarding timing issues in~~ the ~~business combination and presented a viable, concrete plan to regain compliance within the Panel’s discretionary period while continuing to pursue a business combination.~~Company

OnThe ~~April~~Company’s ~~17,~~existing ~~2024,~~certificate ~~the~~of ~~Panel~~incorporation ~~granted~~dated ~~the~~as ~~request~~ of ~~VSAC to~~August ~~continue~~17, ~~its~~2021, ~~listing~~as onmost ~~The~~recently ~~Nasdaq~~amended ~~Stock~~in ~~Market~~a ~~subject~~restated tocertificate of ~~the~~incorporation ~~condition~~dated ~~that~~as onof orApril ~~before July 15~~30, 2024, ~~the~~and ~~Company~~as ~~will transfer~~may ~~its~~be ~~listing~~further ~~from~~amended ~~the~~(collectively, ~~Nasdaq Global Market to~~ the ~~Nasdaq~~“Existing ~~Capital~~VSAC ~~Market and comply with all the applicable listing requirements~~Charter”) ofrequires the ~~Nasdaq Capital Market. The~~ Company ~~must~~to ~~provide~~complete ~~prompt~~its ~~notification~~initial ofbusiness ~~any~~combination ~~significant~~by ~~events~~November ~~that~~3, ~~occur~~2024. ~~during~~The ~~this period that may affect the~~ Company’s ~~compliance~~will ~~with~~not ~~the~~complete ~~Nasdaq requirements, and~~ the ~~Nasdaq~~initial ~~Hearing Panel reserves the right to reconsider~~business ~~the~~combination ~~extension~~by ~~based~~November ~~on any event~~3, ~~condition~~2024; ~~or circumstance that exists or develops that would~~therefore, in the ~~opinion~~Existing ofVSAC ~~the~~Charter ~~panel,~~requires ~~make continued listing of~~ the Company’s ~~securities on Nasdaq inadvisable or unwarranted. The Company intends~~ to, ~~vigorously~~and ~~pursue its plan to return to compliance with~~ the ~~Nasdaq~~Company ~~listing criteria on or prior to July 15, 2024.~~will:

On(i) ~~July~~cease 9,all ~~2024,~~operations ~~VSAC~~except ~~filed~~for ~~an Application to Nasdaq Stock Exchange to migrate VSAC’s listing from~~ the ~~Global~~purpose ~~Marke~~of towinding ~~the Capital Market.~~up,

On(ii) ~~July~~as 12promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, ~~2024~~redeem 100% of the Offering Shares in consideration of a per-share price, ~~VSAC~~payable ~~provided~~in ~~Nasdaq~~cash, ~~with~~equal ~~stockholder~~to ~~reports~~the ~~confirming~~quotient ~~that~~obtained ~~VSAC~~by ~~has~~dividing ~~enough~~(A) ~~public~~the aggregate ~~shareholders~~amount then on deposit in the Trust Account, including interest not previously released to ~~meet~~the Corporation to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the ~~Nasdaq~~total ~~Capital~~number of then outstanding Offering Shares, ~~Market~~which ~~Total~~redemption ~~Holders~~will ~~Requirement.~~completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and

On(iii) ~~July~~as ~~12,~~promptly ~~2024.~~as ~~VSAC~~reasonably ~~converted~~possible ~~2,530,000~~following ~~Series~~such Bredemption, ~~shares~~subject ~~into~~to ~~Series~~the Aapproval ~~shares.~~of ~~The~~the ~~conversion~~remaining ofstockholders and the ~~Series~~Board Bin accordance ~~shares~~with ~~into~~applicable ~~Series~~law, Adissolve ~~shares~~ and aliquidate, ~~migration~~subject ofin the ~~Company~~case toof ~~the~~clauses ~~Nasdaq~~(ii) ~~Capital~~and ~~Market~~(iii) ~~would~~to ~~bring~~ the ~~Company~~Corporation’s ~~into~~obligations under ~~compliance~~the ~~with~~DGCL ~~the~~to ~~Market~~provide ~~Value~~for claims of ~~Listed~~creditors ~~Securities Requirement~~and ofother ~~the~~requirements ~~Capital~~of ~~Market~~applicable law.

OnAll ~~July~~terms ~~17,~~in ~~2024,~~this ~~Nasdaq~~section ~~Staff~~not ~~approved~~defined ~~VSAC’s~~herein ~~application~~shall tohave ~~move to~~ the ~~Capital~~meaning ~~Market,~~under ~~effective~~the asExisting ofOTEC ~~July 19, 2024~~Charter.

~~The~~As ~~press~~of ~~release~~October ~~shall~~18, ~~not~~2024, bethe ~~deemed~~per-share redemption price for the class A common stock of the Company was approximately $11.92 (the “~~filed~~Redemption Amount”) ~~for~~which ~~any~~will ~~purpose~~be further adjusted, ~~including~~as ~~for~~described ~~the~~below. ~~purposes~~In ofaccordance ~~Section~~with 18the terms of the ~~Exchange~~related ~~Act~~trust oragreement, ~~otherwise~~the ~~subject~~Company expects to ~~the~~retain ~~liabilities~~$100,000 of ~~that~~the ~~Section~~interest and dividend income from the Company’s trust account to pay dissolution expenses. The ~~information~~balance inof ~~this~~the ~~Item~~Company’s ~~7.01~~trust account, including ~~Exhibit~~the ~~99.1~~reduction for the dissolution expenses, ~~shall~~as ~~not~~of beOctober ~~deemed~~18, 2024 ~~incorporated~~was byapproximately ~~reference~~$13,515,848.07. ~~into~~The Company is calculating taxes due for 2023 and 2024 that will be removed from the trust account prior to any ~~filing~~Redemption ~~under~~Amount being paid to the ~~Securities~~holders ~~Act~~of the Company’s public shares upon presentation of their respective share or ~~the~~unit ~~Exchange~~certificates ~~Act~~or ~~regardless~~other delivery of ~~any~~their ~~general~~shares ~~incorporation~~or ~~language~~units to the Company’s transfer agent, Continental Stock Transfer & inTrust Company. The number of remaining public shares of the ~~filing~~Company as of October 18, 2024, 2024 was 1,133,691.

~~Forward-Looking~~Beneficial ~~Statements~~owners of the Company’s public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

~~This~~After ~~Current~~October Report on Form 8-K (the “Current Report”) 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 warranties21, ~~express or implied are given in~~2024, orthe inCompany ~~respect~~shall ~~of,~~cease ~~this Current Report. In addition, this Current Report does not purport to be~~ all~~-inclusive~~ oroperations toexcept ~~contain~~for ~~all~~those ~~the information that may be~~ required to ~~make~~wind aup ~~full~~its ~~analysis of the Proposed Business Combination~~business.

~~This~~On ~~Current~~October Report 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 expectations21, ~~estimates~~ ~~and projections and consequently~~2024, 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~~Company ~~(the~~issued “Transactions”) contemplated by the Business Combination Agreement. 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, (ii) the occurrence of any event, change or other circumstances that could give rise to a ~~failure of~~press ~~the~~release ~~conditions~~announcing ~~to or~~ the ~~termination~~liquidation of the Business Combination Agreement; (iii) the ability of Newsight to meet Nasdaq listing standards following the Transactions and in connection with the consummation thereof; (iv) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Newsight or VSAC; (v) failure to realize the anticipated benefits of the Proposed Business Combination or risk relating to the uncertainty of any prospective financial information of Newsight; (vi) the failure of Newsight to meet projected development and production targets; (vii) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors, and (viii) other risks and uncertainties described herein and other reports and other public filings with the SEC by VSAC, including VSAC’s Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 24, 2023 (the”10-K”), or that Newsight has filed or intends to file with the SEC, including in ~~the~~this ~~Registration~~Item ~~Statement~~8. ~~The foregoing list of factors is not exclusive~~01. ~~Should~~A ~~one~~copy ~~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~~press ~~statements. Readers are cautioned~~release ~~not~~is toattached ~~place undue reliance upon any forward-looking statements, which speak only~~ as ofExhibit ~~the date made~~99.1 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 Current Report, 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~~incorporated ~~assessments~~herein as of any date subsequent to the date of this Current Report. 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~~reference.

~~Additional~~Forward-Looking ~~Information About the Proposed Business Combination and Where to Find It~~ Statements

InThis ~~connection~~report ~~with~~contains ~~the~~“forward-looking ~~Proposed~~statements” ~~Business~~within ~~Combination,~~the ~~Newsight~~meaning ~~has~~of ~~filed~~the ~~relevant~~“safe ~~materials~~harbor” ~~with~~provisions of the ~~SEC,~~Private Securities ~~including~~Litigation anReform ~~Amendment~~Act Noof 1995. 3the ~~to Registration~~Company’s ~~Statement~~actual onresults ~~Form~~may ~~F-4,~~differ ~~which~~from ~~includes~~its aexpectations, ~~preliminary~~estimates ~~proxy~~and ~~statement/prospectus~~projections and ~~of VSAC~~consequently, ~~and~~you ashould ~~prospectus~~not ~~for~~rely ~~the~~on ~~registration of~~these ~~Newsight~~forward-looking ~~securities~~statements inas ~~connection~~predictions ~~with~~of ~~the~~future ~~Proposed~~events. ~~Business~~Words ~~Combination~~such ~~(the~~as “~~Registration~~expect,” “estimate,” ~~Statement~~“project,”). ~~The~~“budget,” ~~Registration Statement~~“forecast,” ~~has~~“anticipate,” ~~not~~“intend,” “plan,” ~~yet~~“may,” ~~been~~“will,” ~~declared~~“could,” ~~effective.~~“should,” ~~The~~“believes,” ~~parties~~“predicts,” “potential,” ~~urge~~“might” ~~its~~and ~~investors~~“continues,” ~~stockholders,~~ and ~~other~~similar ~~interested~~expressions ~~persons~~are intended to ~~read,~~identify ~~when~~such forward-looking ~~available,~~statements. ~~the~~These ~~preliminary~~forward-looking ~~proxy~~statements ~~statement/prospectus~~include, ~~and~~without ~~definitive~~limitation, ~~proxy~~risks ~~statement/prospectus,~~and uncertainties described in ~~each~~reports ~~case~~and ~~when~~other ~~filed~~public filings with the SEC ~~and~~ ~~documents~~by ~~incorporated~~the byCompany, ~~reference~~including ~~therein~~the ~~because~~Company’s ~~these~~Form ~~documents~~10-K ~~will~~for ~~contain~~the ~~important~~year ~~information~~ended ~~about~~December ~~VSAC~~31, ~~Newsight~~2022 ~~and~~as filed with the SEC ~~Proposed~~on ~~Business~~March ~~Combination.~~24, ~~After~~2023 ~~the~~and ~~Registration~~its ~~Statement~~most isrecent ~~declared~~Forms ~~effective~~10-Q, byas filed with the SEC, ~~the~~on ~~definitive~~May ~~proxy~~15, ~~statement/prospectus~~ 2023 and ~~other~~August ~~relevant~~28, ~~documents~~2023. ~~will~~These berisk ~~mailed~~factors toare ~~the~~not exclusive. ~~stockholders~~Should ofone ~~VSAC~~or asmore of ~~the~~these ~~record~~risks ~~date~~or inuncertainties ~~the~~materialize, ~~future~~or toshould beunderlying ~~established~~assumptions ~~for~~prove ~~voting on~~incorrect, ~~the~~actual ~~Proposed~~results may ~~Business~~vary ~~Combination~~materially ~~and~~from ~~will~~those ~~contain~~indicated ~~important~~or ~~information~~anticipated ~~about~~by ~~the~~such ~~Proposed~~forward-looking ~~Business Combination and related matters~~statements. ~~Shareholders~~ ofThere ~~VSAC~~may ~~and~~be ~~other~~additional ~~interested~~risks ~~persons~~that ~~are~~the ~~advised~~Company does topresently ~~read~~know, ~~when~~or ~~available,~~that ~~these~~the ~~materials~~Company ~~(including~~currently ~~any~~believes ~~amendments~~are orimmaterial, ~~supplements thereto)~~that ~~because~~could ~~they~~cause ~~will~~actual ~~contain~~results ~~important~~to ~~information~~differ ~~about~~from ~~VSAC,~~those ~~Newsight~~contained in ~~and~~ the ~~Proposed~~forward-looking ~~Business Combination~~statements. ~~Shareholders~~Readers ~~and other~~are ~~interested~~cautioned ~~persons~~not ~~will also be able~~ to ~~obtain~~place ~~copies~~undue ofreliance ~~the~~upon ~~preliminary~~any ~~proxy~~forward-looking ~~statement/prospectus~~statements, ~~the~~which ~~definitive proxy statement/prospectus,~~speak ~~and~~only ~~other~~as ~~relevant~~of ~~materials~~the indate ~~connection~~made. ~~with~~These ~~the~~forward- ~~Proposed~~looking ~~Business~~statements ~~Combination,~~should ~~without~~not ~~charge,~~be ~~once~~relied ~~available,~~upon atas representing the ~~SEC~~Company’s assessments ~~website~~as atof ~~www.sec.gov~~any ordate bysubsequent ~~directing a request~~ to: ~~VSAC~~the ~~Acquisition~~date ~~Corp.,~~of ~~Attention:~~this ~~Garry~~press ~~Stein, telephone: +852 9858 0029~~release. The ~~information contained~~Company ~~on,~~undertakes orno ~~that~~obligation ~~may~~to beupdate ~~accessed~~forward-looking ~~through,~~statements to ~~the~~reflect ~~websites~~events or ~~links~~circumstances ~~referenced~~after inthe ~~this~~date ~~Current~~they ~~Report~~were inmade ~~each~~except ~~case~~as isrequired ~~not incorporated~~ by ~~reference~~law ~~into,~~or ~~and~~applicable ~~is not a part of, this Current Report~~regulation.

3Item 9.01 Exhibits.

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 stockholders in connection with the Proposed Business Combination. VSAC’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of VSAC, or persons who may under SEC rules be deemed in the solicitation of proxies to VSAC’s stockholders in connection with the Proposed Business Combination, in the Registration Statement or in VSAC’s Form 10-K or its Form 10-Q. Additional information regarding the interests of such persons are likewise included in that Registration Statement. You may obtain free copies of these documents as described above.

Non-Solicitation

This Current Report 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.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VISION SENSING ACQUISITION CORP.
	By:	/s/ George Sobek
	Name:	George Sobek
	Title:	Chairman & Chief Executive Officer
Dated: July 18, 2024
Dated: October 21, 2024

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