UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to_______

Commission File Number: 001-40983

Vision Sensing Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		87-2323481
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

10 E. 53^rd St., Suite 3001 New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (786) 633-2520

Not applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Securities registered pursuant to Section 12(b) of the Act:

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 whole 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

As of ~~May~~August 3113, 2024, there were 1,606,391 shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Class A Shares”), which number includes shares in unseparated units, and 2,530,000 of the Company’s Class B Common Stock, $0.0001 par value per share issued and outstanding (the “Class B Shares”).

VISION SENSING ACQUISITION CORP.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION:		F-1
Item 1.	Unaudited Condensed Financial Statements:	F-1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and as of December 31, 2023	F-1
	Condensed Balance Sheets as of June 30, 2024 (Unaudited) and as of December 31, 2023	F-1
	Condensed Statements of Operations for the three months ended March 31, 2024 (Unaudited) and for the three months ended March 31, 2023 (Unaudited)	F-2
	Condensed Statements of Operations for the three months ended June 30, 2024 (Unaudited) and June 30, 2023 (Unaudited), and for the six months ended June 30, 2024 (Unaudited) and June 30, 2023 (Unaudited)	F-2
	Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2024 (Unaudited) and for the three months ended March 31, 2023 (Unaudited)	F-3
	Condensed Statements of Changes in Shareholders’ Deficit for the six months ended June 30, 2024 (Unaudited) and for the six months ended June 30, 2023 (Unaudited)	F-3
	Condensed Statements of Cash Flows for the three months ended March 31, 2024 (Unaudited) and for the three months ended March 31, 2023 (Unaudited)	F-4
	Condensed Statements of Cash Flows for the six months ended June 30, 2024 (Unaudited) and for the six months ended June 30, 2023 (Unaudited)	F-4
	Notes to Condensed Financial Statements (Unaudited)	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II - OTHER INFORMATION:		12
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Financial Statements

Vision Sensing Acquisition Corp.

CONDENSED BALANCE SHEETS

	March 31, 2024 (Unaudited)			December 31, 2023
	June 30, 2024 (Unaudited)			December 31, 2023
ASSETS
Current Assets
Cash	$	151,~~827~~079		$	244,612
Loan receivable		1,151,516			1,123,202
Prepaid expense		40,500			-
Total Current Assets		1,153,343			1,367,814
Loan receivable		1,180,545			1,123,202
Cash held in trust account		15,463,523			15,225,623
Total Current Assets		1,272,124			1,367,814
Total Assets	$	16,616,866		$	16,593,437
Cash held in trust account		13,299,087			15,225,623
Total Assets	$	14,571,211		$	16,593,437
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	~~145~~160,000		$	155,000
Accounts payable		1,~~559~~631,~~964~~349			1,803,954
Loan from related party		1,~~151~~180,~~516~~545			1,123,202
Working capital loan		~~882~~1,~~253~~138,037			512,303
Extension loan		2,~~759~~921,~~452~~484			2,579,452
Income tax payable		~~293~~316,~~876~~858			444,909
Franchise tax payable		4488,~~051~~102			168,254
Excise tax liability		~~930~~955,~~314~~114			930,314
Total Current Liabilities		78,~~766~~391,~~426~~489			7,717,388
Deferred underwriter commission		3,542,000			3,542,000
Total Liabilities		11,~~308~~933,~~426~~489			11,259,388
Commitments and Contingencies (Note 6)		-			-
Class A common stock subject to possible redemption; 1,348,065 shares at $11.14 per share at March 31, 2024 and at $10.70 per share at December 31, 2023		15,025,595			14,426,673
Class A common stock subject to possible redemption; 1,133,691 shares at $11.29 per share at June 30, 2024 and 1,348,065 shares at $10.70 per share at December 31, 2023		12,794,127			14,426,673
Shareholders’ Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 472,700 shares issued and outstanding (excluding 1,348,065 shares subject to possible redemption at March 31, 2024 and at December 31, 2023)		47			47
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 472,700 shares issued and outstanding (excluding 1,133,691 and 1,348,065 shares subject to possible redemption at June 30, 2024 and at December 31, 2023)		47			47
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,530,000 shares issued and outstanding		253			253
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,530,000 issued and outstanding		253			253
Common stock, value		253			253
Additional paid-in capital		-			-
Accumulated deficit		(910,~~717~~156,~~455~~705	)		(9,092,924	)
Total Shareholders’ Deficit		(910,~~717~~156,~~155~~405	)		(9,092,624	)
Total Liabilities, Redeemable Class A Common Stock and Shareholders’ Deficit	$	1614,~~616~~571,~~866~~211		$	16,593,437

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-1

VISION SENSING ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
	For the Three Months Ended			For the Six Months Ended			For the Three Months Ended			For the Six Months Ended
Formation and operating costs	$	(115,345	)	$	(396,395	)
	June 30, 2024			June 30, 2024			June 30, 2023			June 30, 2023
Franchise tax expenses		(52,002	)		-
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Loss from operations		(167,347	)		(396,395	)
Formation and Operating costs	$	252,417		$	367,762		$	721,465		$	1,117,860
Other income (expenses)
Franchise tax		44,051			96,053			102,953			102,953
Interest earned on marketable securities held in trust account		167,705			1,118,706
Loss from operation		(296,468	)		(463,815	)		(824,418	)		(1,220,813	)
Interest income - loan receivable		28,315			-
Interest earned on cash held in trust account		153,487			321,192			708,286			1,826,992
Interest expense - loan from related party		(28,315	)		-
Interest income - loan receivable		29,028			57,343			-			-
Total other income (expenses)		167,705			1,118,706
Interest expense - loan from related party		(29,028	)		(57,343	)		-			-
Income before provision for income taxes:		358			722,311
Total Other Income (Expense)		153,487			321,192			708,286			1,826,992
Provision for income taxes		(25,967	)		-
Income (Loss) before provision for income taxes		(142,981	)		(142,623	)		(116,132	)		606,179
Net income (loss)	$	(25,609	)	$	722,311
Provision for income taxes		(22,982	)		(48,949	)		(362,668	)		(362,668	)
Weighted average shares outstanding of Redeemable common stock		1,348,065			10,120,000
Net Income (Loss)	$	(165,963	)	$	(191,572	)	$	(478,800	)	$	243,511
Basic and diluted net income per common stock	$	0.08		$	0.08
Weighted average shares of Redeemable Common Stock		1,202,767			1,274,633			4,448,339			7,284,169
Weighted average shares outstanding of Non Redeemable common stock		3,002,700			3,002,700
Basic and diluted net income (loss) per redeemable common share	$	0.05		$	0.13		$	(0.00	)	$	0.10
Basic and diluted net loss per common stock	$	(0.04	)	$	(0.03	)
Weighted average shares of Non-redeemable Common Stock		3,002,700			3,002,700			3,002,700			3,002,700
Basic and diluted net income (loss) per non-redeemable common share	$	(0.08	)	$	(0.12	)	$	(0.16	)	$	(0.15	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-2

VISION SENSING ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDING JUNE 30, 2024 AND 2023

(UNAUDITED)

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Class A Common Stock				Class B Common Stock				Additional Paid in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2023 (Audited)		472,700	$	47		2,530,000	$	253	$	-	$	(9,092,924	)	$	(9,092,624	)
Net Loss												(25,609	)		(25,609	)
Additional amount deposited into trust		-		-		-		-		-		(180,000	)		(180,000	)
Remeasurement of Class A Common Stock Subject to Possible Redemption		-		-		-		-		-		(418,922	)		(418,922	)
Balance – March 31, 2024		472,700	$	47		2,530,000	$	253		-	$	(9,717,455	)	$	(9,717,155	)
Net Loss		-		-		-		-		-		(165,963	)		(165,963	)
Additional amount deposited into trust		-		-		-		-		-		(162,032	)		(162,032	)
Remeasurement of Class A Common Stock Subject to Possible Redemption		-		-		-		-		-		(86,455	)		(86,454	)
Excise tax liability		-		-		-		-		-		(24,800	)		(24,800	)
Balance – June 30, 2024		472,700	$	47		2,530,000	$	253		-	$	(10,156,705	)	$	(10,156,405	)

	Class A Common Stock				Class B Common Stock				Additional Paid in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2022 (Audited)		472,700	$	47		2,530,000	$	253	$	-	$	(4,281,038	)	$	(4,~~281~~280,~~038~~738	)
Balance		472,700	$	47		2,530,000	$	253	$	-	$	(4,281,038	)	$	(4,281,038	)
Net income		-		-		-		-		-		722,311			722,311
Net income (loss)		-		-		-		-		-		722,311			722,311
Additional amount deposited into trust		-		-		-		-		-		(1,012,000	)		(1,012,000	)
Balance – March 31, 2023		472,700	$	47		2,530,000	$	253		-	$	(4,570,727	)	$	(4,570,427	)
Balance		472,700	$	47		2,530,000	$	253		-	$	(4,570,727	)	$	(4,570,427	)
Net loss		-		-		-		-		-		(478,800	)		(478,800	)
Net income (loss)		-		-		-		-		-		(478,800	)		(478,800	)
Additional amount deposited into trust		-		-		-		-		-		(217,891	)		(217,891	)
Remeasurement of Class A Common Stock Subject to Possible Redemption		-		-		-		-		-		(2,037,897	)		(2,037,897	)
Balance – June 30, 2023		472,700	$	47		2,530,000	$	253		-	$	(7,305,315	)	$	(7,305,015	)
Balance		472,700	$	47		2,530,000	$	253		-	$	(7,305,315	)	$	(7,305,015	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-3

VISION SENSING ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 AND 2023

(UNAUDITED)

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
	For the Six Months Ended June 30, 2024			For the Six Months Ended June 30, 2023
Cash flows from operating activities:
Net income (loss)	$	(25,609	)	$	722,311
Net (loss) income	$	(191,572	)	$	243,511
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in trust account		(167,705	)		(1,118,706	)
Interest earned on Cash held in trust account		(321,192	)		(1,826,992	)
Changes in operating assets and liabilities:
Accounts payable		(243,990	)		265,020
Prepaid expense		(40,500	)		28,153
Accrued expenses		(10,000	)		20,000
Accounts payable		(172,605	)		779,525
Franchise tax payable		(124,203	)		-
Accrued expenses		5,000			110,000
Income tax payable		(151,033	)		-
Franchise tax payable		(80,152	)		(109,511	)
Income tax payable		(128,051	)		362,668
Other receivable		-			10,000
Net cash used in operating activities		(~~722~~929,~~540~~072	)		(~~101~~402,~~375~~646	)
Cash flows from investing activities:
Cash withdraw from trust account to pay taxes		109,805			-
Investment of cash in trust account		(180,000	)		(1,012,000	)
Cash withdraw in connection with redemption		2,479,955			90,483,113
Loan to third party		(28,315	)		-
Investment of cash in trust account		(342,032	)		(217,891	)
Net cash used in investing activities		(98,510	)		(1,012,000	)
Loan to third party		(57,343	)		-
Net cash provided by investing activities		2,190,385			90,265,222
Cash flows from financing activities:
Working capital loan		~~369~~625,~~950~~734			29129,~~975~~900
Extension loan		~~180~~342,~~000~~032			1217,~~012,000~~891
Loan from related party		28,315			-
Payment made to redeeming shareholders		(2,479,955	)		(90,090,439	)
Net cash provided by financing activities		578,265			1,041,975
Loan from related party		57,343			-
Net change in cash		(242,785	)		(71,400	)
Net cash used in financing activities		(1,454,846	)		(89,742,648	)
Net change in cash		(193,533	)		119,928
Cash at the beginning of the period		244,612			71,650
Cash at the end of the period	$	151,~~827~~079		$	~~250~~191,578
Supplemental disclosure of non-cash investing and financing activities:
Extension Funds attributable to common stock subject to redemption	$	~~180~~342,~~000~~032		$	1,012,000
Remeasurement of Class A Common Stock Subject to Possible Redemption	$	~~418~~505,~~922~~376		$	-
Excise tax	$	24,800		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-4

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Description of Organization and Business Operations

Vision Sensing Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on August 13, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of ~~March~~June 3130, 2024, the Company had not commenced any operations. All activity for the period from August 13, 2021 (inception) through ~~March~~June 3130, 2024, relates to the Company’s formation, the Offering (as defined below), the Company’s search for acquisition targets and due diligence, the negotiation of the Newsight Business Combination Agreement (as defined below), assisting Newsight Imaging Ltd. in the preparation and filing of its Registration Statement on Form F-4 and amendments thereto, terminating the Newsight Business Combination Agreement, negotiating the Mediforum Merger Agreement and preparing filings with the SEC. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 29, 2021.

On November 3, 2021, the Company consummated its Initial Public Offering of 8,800,000 units (together with the Overallotment Units as defined below, the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $88,000,000, and incurring offering costs of $7,520,024, of which $3,542,000 was for deferred underwriting commissions (which amount includes deferred underwriting commissions attributable to the exercise of the underwriters’ election of their over-allotment option, as described below) (see Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional 1,320,000 Units at the Initial Public Offering price to cover over-allotments.

Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 426,500 units (the “Private Placement Units”) to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,265,000 (the “Private Placement”) (see Note 4).

Additionally, on November 3, 2021, the Company consummated the closing of the sale of 1,320,000 additional units at a price of $10.00 per unit (the “Overallotment Units”) upon receiving notice of the underwriters’ election to fully exercise their overallotment option, generating additional gross proceeds of $13,200,000 and incurred additional offering costs of $264,000 in underwriting fees. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and three-quarters of one redeemable warrant of the Company, with each whole Warrant (a “Warrant” and the Warrants included in the Units issued to the public in our Initial Public Offering, the “Public Warrants”) entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-259766).

Simultaneously with the exercise of the overallotment option, the Company consummated the Private Placement of an additional 46,200 Private Placement Units to the Sponsor, generating gross proceeds of $462,000.

A total of $102,718,000, comprised of the proceeds from the Offering and the proceeds of private placements that each closed on November 3, 2021, net of the underwriting commissions, discounts, and offering expenses, was deposited in a Trust Account (the “Trust Account”) created under the Investment Management Trust Agreement dated November 1, 2021 (as amended, the “Trust Agreement”) by and between the Company and Continental Stock Transfer and Trust Company (“Continental”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. After the Trust Agreement was amended on October 25, 2023, the remaining funds in the Trust Account were transferred to an interest-bearing bank demand deposit account.

F-5

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Description of Organization and Business Operations (Continued)

Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $7,520,024 consisting of $2,024,000 of cash underwriting fees, $3,542,000 of deferred underwriting fees and $436,024 of other costs.

Following the closing of the Initial Public Offering $953,522 of cash was held outside of the Trust Account available for working capital purposes. As of ~~March~~June 3130, 2024, we have available to us $151,~~827~~079 of cash on our unaudited condensed balance sheet and a working capital deficit of $67,~~593~~119,~~083~~365.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

Proposed Business Combination with Newsight

On August 30, 2022, the Company entered into a Business Combination Agreement (the “Original Newsight Business Combination Agreement” and as amended by Amendments No. 1 and 2 thereto dated January 19, 2023 and January 29, 2023, respectively, the “Newsight Business Combination Agreement”) with Newsight Imaging Ltd., an Israeli company (“Newsight”), and Newsight MergerSub, Inc., a Delaware corporation and wholly owned subsidiary of Newsight (“Merger Sub”).

F-6

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Description of Organization and Business Operations (Continued)

On December 9, 2023, the Company, Newsight and Merger Sub entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) pursuant to which they terminated the Newsight Business Combination Agreement by mutual agreement in accordance with Section 7.1(a) thereof, and each party, on behalf of itself and its agents, released, waived and forever discharged the other parties and their agents of and from any and all obligation or liability arising under the Newsight Business Combination Agreement. The Company and Newsight determined to mutually terminate the Newsight Business Combination Agreement because of challenging global economic conditions.

Merger Agreement with Mediforum

On January 12, 2024, Vision Sensing Acquisition Corp., a Delaware corporation, entered into an Agreement and Plan of Merger (the “Mediforum Merger Agreement”) with Mediforum Co. Ltd., a registered company organized under the laws of the Republic of Korea.

Pursuant to the terms of the Merger Agreement, a new British Virgin Islands business company (“PubCo”), a British Virgin Islands company and a wholly owned direct subsidiary of PubCo (“Merger Sub 1”), and a Delaware limited liability company and a wholly owned direct subsidiary of PubCo (“Merger Sub 2”) will be formed for the purpose of participating in the transactions contemplated by the Mediforum Merger Agreement, including, without limitation, (a) the merger of Merger Sub 1 with and into the BVI Company, with the BVI Company surviving such merger as a wholly owned subsidiary of PubCo (the “Initial Merger”), and (b) the merger of Merger Sub 2 with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of PubCo (the “VSAC Merger” and together with the Initial Merger, the “Mergers”, and together with the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Transactions”). The requisite members of the Company’s board of directors (the “Board”) have (i) approved and declared advisable the Mediforum Merger Agreement and the Transactions and (ii) resolved to recommend the approval and adoption of the Mediforum Merger Agreement and the Transactions by the Company’s stockholders.

The consideration for the Mergers (the “Merger Consideration”) will be $250,000,000. The Merger Consideration will be payable 100% in 25,000,000 PubCo ordinary shares valued at $10.00 per share.

The Mediforum Merger Agreement contains customary representations and warranties, covenants, and closing conditions of the parties thereto. The Mediforum Merger Agreement provides that VSAC, Mediforum, PubCo, Merger Sub 1 and Merger Sub 2 shall, no later than February 15, 2024, execute an amendment and restatement of the Merger Agreement (the “ARBCA”), which shall contain the mutual agreement of the parties as to all of the issues set forth in Section 6.8(a) of the Merger Agreement. Including, among others, agreement on additional earnout consideration, the finalized form of ancillary agreements, VSAC’s completion of due diligence on Mediforum, and D&O insurance coverage amount. The parties have not executed the ARBCA; therefore, either party can terminate the Mediforum Merger Agreement.

On August 14, 2024, the Company passed the resolutions on the Board Meeting that terminate the merger agreement with Mediforum and signing of the non-binding letter of intent with a new target.

F-7

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Description of Organization and Business Operations (Continued)

First Charter Amendment

In a special meeting held on May 1, 2023, the Company’s stockholders approved a First Amendment (the “First Charter Amendment”) to the Company’s amended and restated certificate of incorporation, changing the structure and cost of the Company’s right to extend the date (the “Termination Date”) by which the Company must either complete its initial Business Combination or else (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The First Charter Amendment allowed the Company to extend the Termination Date from May 3, 2023 by up to six 1-month extensions to November 3, 2023, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) deposited into the Company’s Trust Account the lesser of (x) $100,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2023 unless the closing of the Company’s initial Business Combination had occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. In connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company’s Public Shares exercised their right to redeem those shares for cash at an approximate price of $10.61 per share, for an aggregate of approximately $90.2 million, leaving 1,612,508 Public Shares outstanding after the May 1, 2023 stockholders meeting. Thus, the Extension Payment for a one-month extension was $72,~~562~~563.~~86.~~

In connection with the First Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 1 to Investment Management Trust Agreement dated May 1, 2023, by and between the Company and Continental, which conformed the extension procedures in the Trust Agreement to the procedures in the First Charter Amendment.

Second Charter Amendment

In a special meeting held on October 25, 2023, the Company’s stockholders approved a Second Amendment (the “Second Charter Amendment”) to the Company’s amended and restated certificate of incorporation, giving the Company the right to further extend the Termination Date from November 3, 2023 by up to six (6) one-month extensions to May 3, 2024.

The Second Charter Amendment allowed the Company to extend the Termination Date from November 3, 2023 by up to six 1-month extensions to May 3, 2024, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) deposited into the Company’s Trust Account an Extension Payment equal to the lesser of (x) $60,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable deadline date for each such one-month extension until May 3, 2024 unless the closing of the Company’s initial Business Combination had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. In connection with the approval of the Second Charter Amendment on October 25, 2023, holders of 264,443 shares of Class A Common Stock exercised their right to redeem those shares for cash at an approximate price of $11.12 per share, for an aggregate of approximately $2.9 million, leaving 1,348,065 Company public shares outstanding after the October 25, 2023 stockholders meeting. Thus, the Extension Payment for each one-month extension pursuant to the Second Charter Amendment was $60,000.

F-8

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Description of Organization and Business Operations (Continued)

In connection with the Second Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 2 to Investment Management Trust Agreement dated October 25, 2023, by and between the Company and Continental, which conformed the extension procedures in the Trust Agreement to the procedures in the Second Charter Amendment.

2024 Annual Meeting

On April 30, 2024, at 9:00 a.m. ET, the Company held a virtual annual meeting of its stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s stockholders approved two additional amendments to the Company’s amended and restated certificate of incorporation. One amendment (the “Third Charter Amendment”) gives the holders of the Company’s Class B common stock the right to convert such shares into shares of the Company’s Class A common stock on a one-to-one basis at the election of such holders at any time. The other amendment (the “Fourth Charter Amendment”) gives the Company the right to further extend the Termination Date by up to an additional six 1-month extensions to November 3, 2024 provided that (i) the Company’s sponsor (or its affiliates or permitted designees) deposits into the Company’s Trust Account an Extension Payment equal to the lesser of (x) $100,000 or (y) $0.045 per share for each public share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2024 unless the closing of the Company’s initial business combination had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

In connection with the approval of the Fourth Charter Amendment on April 30, 2024, holders of 214,374 shares of the Company’s Class A Common Stock exercised their right to redeem those shares for cash at an approximate price of $11.57 per share for an aggregate amount of approximately $2.48 million, leaving 1,133,691 Company public shares outstanding after the April 30, 2024 stockholders meeting. Thus, the Extension Payment, and the price for each monthly extension under the Fourth Charter Amendment will be $51,016.~~10.~~

In connection with the Fourth Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 3 to Investment Management Trust Agreement dated April 30, 2024 by and between the Company and Continental, which conformed the extension procedures in the Trust Agreement to the procedures in the Fourth Charter Amendment.

Extensions

The Company’s amended and restated certificate of incorporation originally provided that we have up to 12 months from the closing of our IPO, or until November 3, 2022, to consummate an initial Business Combination; however, if we anticipated that we may not be able to consummate a Business Combination within 12 months, we could, by resolution of our board of directors if requested by our Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months, or until May 3, 2023), subject to our Sponsor depositing additional funds into the Trust Account.

On October 28, 2022 and February 2, 2023, at the request of our Sponsor, our board of directors extended the period of time to consummate a Business Combination to February 3, 2023 and May 3, 2023, respectively, our Sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the Trust Account for each extension (for a total of $2,024,000), and we issued to our Sponsor a non-interest bearing, unsecured promissory note in that amount.

After the adoption of the First Charter Amendment on May 1, 2023, the Company obtained six 1-month extensions extending the Termination Date to November 3, 2023, and the Sponsor deposited six Extension Payments, each of $72,~~562.86~~563 (representing $0.045 per outstanding public share of our Class A common stock), into the Trust Account and received six non-interest bearing, unsecured promissory notes. The Company obtained the six extensions on May 1, 2023, June 2, 2023, June 30, 2023, August 1, 2023, September 1, 2023 and October 1, 2023.

After the adoption of the Second Charter Amendment on October 25, 2023, the Company obtained six more 1-month extensions extending the Termination Date to May 3, 2024, and the Sponsor deposited six Extension Payments, each of $60,000, into the Trust Account and received six non-interest bearing, unsecured promissory notes. The Company obtained the six additional extensions on November 1, 2023, December 1, 2023, January 3, 2024, February 3, 2024, March 1, 2024 and April 2, 2024.

After the adoption of the Fourth Charter Amendment on April 30, 2024, the Company may obtain up to six more 1-month extensions extending the Termination Date to up to November 3, 2024, provided an Extension Payments of $51,016~~.10~~ is deposited into the Trust Account for each 1-month extension. On May 2, 2024, our Sponsor deposited $51,016~~.10~~ into the Trust Account to obtain the first 1-month extension to June 3, 2024, and received a non-interest bearing, unsecured promissory note in that amount from us. On May 30, 2024, our Sponsor deposited $51,016~~.10~~ into the Trust Account to obtain the second 1-month extension to July 3, 2024, and received a non-interest bearing, unsecured promissory note in that amount from us. On July 2, 2024, our Sponsor deposited $51,016 into the Trust Account to obtain the third 1-month extension to August 3, 2024, and received a non-interest bearing, unsecured promissory note in that amount from us. On August 2, 2024, our Sponsor deposited $51,016 into the Trust Account to obtain the fourth 1-month extension to September 3, 2024, and received a non-interest bearing, unsecured promissory note in that amount from us.

If the Company is unable to complete a Business Combination by ~~July~~September 3, 2024 (which can be extended to up to November 3, 2024 if we ~~obtain~~ obtain up to ~~four~~two more 1-month extensions with an Extension Payment of $51,016~~.10~~ per extension or such later date as may be approved by the Company’s stockholders in accordance with the Company’s certificate of incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, ~~redeem~~ redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our Public Shares as soon as reasonably possible following the applicable Termination Date and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

F-9

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Description of Organization and Business Operations (Continued)

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Management’s Plans

Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Going Concern Consideration

The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the Initial Public Offering, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company will need to raise additional funds to meet the working capital needs of the Company prior to the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association. The accompanying unaudited condensed financial statements has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

Risks and Uncertainties

As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long-term changes to global trade, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally ~~accepted~~ accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on May 1, 2024. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the ~~three~~six months ended June ~~March 31~~30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods.

F-10

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (Continued)

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $151,~~827~~079 in cash and no cash equivalents as of ~~March~~June 3130, 2024 and $244,612 in cash and no cash equivalents as of December 31, 2023.

Cash Held in Trust Account

As of ~~March~~June 3130, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in an interest-bearing ~~bank~~ bank demand deposit account. As of ~~March~~June 3130, 2024 and December 31, 2023, the balance in the Trust Account was $1513,~~463~~299,~~523~~087 and $15,225,623, respectively.

F-11

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (Continued)

Franchise Tax

Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares. During ~~three~~six months ended ~~March~~June 3130, 2024 and 2023 the company incurred $5296,~~002~~053 and $0102,953 in Delaware franchise tax respectively.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were $0 of unrecognized tax benefits as of ~~March~~June 3130, 2024 and December 31, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

F-12

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (Continued)

The provision for income taxes was $2548,~~967~~949 for the ~~three~~six months ended ~~March~~June 3130, 2024 and $0362,668 for the ~~three~~six months ended ~~March~~June 3130, 2023, respectively. The income tax payable for the ~~three~~six months ended ~~March~~June 3130, 2024 is $~~293~~316,~~876~~858 and $444,909 for the year ended December 31, 2023.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 ~~tax~~and ~~provision~~2024 tax provision as there were redemptions by the public stockholders in 2023 and 2024; as a result, the Company recorded $955,114 and $930,314 excise tax liability as of June 30, 2024 and December 31, 2023, respectively. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On May 15, 2023, in connection with the approval by the Company’s stockholders of the First Charter Amendment, the Company redeemed 8,507,492 shares of the Company’s Class A Common Stock for an aggregate redemption payment from the Trust Account of $90,090,439. On October 25, 2023, in connection with the approval by the Company’s stockholders of the Second Charter Amendment, the Company further redeemed 264,443 shares of the Company’s Class A Common Stock for an aggregate redemption payment from the Trust Account of $2,940,940. On ~~March 31, 2024, there were 1,348,065 shares of Class A Common Stock subject to possible redemption.~~ On ~~December 31, 2023 there were 1,348,065 shares of Class A Common Stock subject to possible redemption. On~~ April 30, 2024, in connection with the approval by the Company’s stockholders of the Fourth Charter Amendment, the Company further redeemed 214,~~347~~ 374 shares of the Company’s Class A Common Stock for an aggregate redemption payment from the Trust Account of ~~approximately~~ $2,479,955.~~48 million~~ ~~leaving~~On June 30, 2024, there were 1,133,~~391~~691 shares of Class A Common Stock subject to possible redemption. On December 31, 2023 there were 1,348,065 shares of Class A Common Stock subject to possible redemption.

F-13

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (Continued)

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

As of ~~March~~June 3130, 2024 and December 31, 2023, the Class A Common Stock reflected on the unaudited condensed balance sheets are reconciled in in the following table:

	For the Period Ended March 31, 2024			For the Year Ended December 31, 2023
	For the Period Ended June 30, 2024			For the Year Ended December 31, 2023
Contingently redeemable Class A Common Stock – Opening Balance	$	14,426,673		$	103,730,000
Re-measurement of Class A Common Stock Subject to Possible Redemption		~~598~~505,~~922~~377			32,~~728~~160,~~052~~600
Payment to redeemed shareholders		-			(93,031,379	)
Additional amount deposit into Trust Account		342,032			1,567,452
Contingently redeemable Class A Common Stock - Ending Balance		15,025,595			14,426,673
Payment to redeemed shareholders		(2,479,955	)		(93,031,379	)
Contingently redeemable Class A Common Stock - Ending Balance		12,794,127			14,426,673

Concentration of Credit Risk

Financial instruments that are potentially subject to concentration of credit risk consist of cash and cash held in trust. Cash is comprised of of cash balances with banks and bank deposits, which are insured by the Federal Deposit Insurance Company (“FDIC”), up to $250,000. Cash held in trust is comprised of cash held in an interest-bearing demand deposit account with a financial institution, which is ~~insured~~ insured by the FDIC with $250,000 coverage for cash. The Company had $1513,~~213~~049,~~523~~ 087 and $14,975,623 of securities in excess of FDIC limits as of June ~~March 31~~30, 2024 and December 31, 2023, respectively.

Net Loss Per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At ~~March~~June 3130, 2024 and December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as the basic income (loss) per share for the periods presented. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value at ~~March~~June 3130, 2024 and 2023.

F-14

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (Continued)

The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following:

	For the three months ended March 31, 2024						For the three months ended March 31, 2023
	For the three months ended June 30, 2024						For the six months ended June 30, 2024						For the three months ended June 30, 2023						For the six months ended June 30, 2023
	Redeemable Common Stock			Non-~~redeemable~~Redeemable Common Stock			Redeemable Common Stock			Non-~~redeemable~~Redeemable Common Stock			Redeemable Common Stock			Non-Redeemable Common Stock			Redeemable Common Stock			Non-Redeemable Common Stock
Basic and diluted net income (loss) per share:
Basic and diluted net loss per share:
Numerators:
Allocation of expenses and tax	$	(59,897	)		(133,417	)	$	(305,693	)	$	(90,702	)
Allocation of Expenses	$	(91,363	)	$	(228,087	)	$	(152,802	)	$	(359,962	)	$	(708,701	)	$	(478,385	)	$	(1,121,269	)	$	(46,212	)
Interest	$	~~167~~153,~~705~~487		$	-		$	1321,~~118,706~~192		$	-		$	708,286		$	-		$	1,826,992		$	-
Allocation of net (loss) income	$	107,808		$	(133,417	)	$	813,013		$	(90,702	)
Allocation of net(loss) income	$	62,124		$	(228,087	)	$	168,390		$	(359,962	)	$	(415	)	$	(478,385	)	$	705,723		$	-
Denominators:
Weighted-average shares outstanding		1,~~348~~202,~~065~~767			3,002,700			101,~~120~~274,~~000~~633			3,002,700			4,448,339			3,002,700			7,284,169			3,002,700
Basic and diluted net income (loss) per share	$	0.08		$	(0.04	)	$	0.08		$	(0.03	)
Basic and diluted net incomee (loss) per share	$	0.05		$	(0.08)		$	0.13		$	(0.12)		$	(0.00	)	$	-0.16		$	0.10		$	(0.15)

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of ~~March~~June 3130, 2024 and December 31, 2023:

	Level		~~March~~June 3130, 2024		December 31, 2023
Assets:
Cash held in trust account		1	$	1513,~~463~~299,~~523~~087	$	15,225,623

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified in the unaudited condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for the equity treatment in the Company’s unaudited condensed financial statements.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.

F-15

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 3 — Public Offering

Pursuant to the Initial Public Offering and full exercise of the underwriter’s overallotment option, the Company sold 10,120,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock and three-quarters of one redeemable Warrant. Each Warrant will entitle the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per whole share (see Note 7).

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 472,700 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company in the amount of $4,727,000.

A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination by the Termination Date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions.

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.

On April 30, 2024, the stockholders of the Company approved the Third Amendment (the “Third Charter Amendment”) to the Existing Charter at the 2024 Annual Meeting, to provide for the right of the holders of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” or “Founder Shares”) to convert such shares of Class B Common Stock into shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and together with the Class B Common Stock, the “Common Stock”) on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”). On July 12, 2024, the Company converted 2,530,000 Class B Common Stock shares into Class A Common Stock shares.

F-16

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~~June 3130, 2024, the amount outstanding under the Sponsor Working Capital Loan was $~~882~~1,~~253~~138,037. 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~~ into the Trust Account on each of October 28, 2022 and February 2, 2023 and approximately $72,~~562.86~~ 563 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. During the second quarter of 2024, the Company has deposited in to the Trust Account $60,000, $51,016 and $51,016 for each of three one-months extensions for an aggregate amount of $162,032. In return, we issued the Sponsor non-interest bearing, unsecured promissory notes, in the aggregate amount of $2,~~759~~921,~~452 and~~484 and $2,579,452 as of ~~March~~June 3130, 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~~June 3130, 2024 and December 31, 2023, the loan has a principal of $ 1,000,000 and total interest accrued was $~~151~~180,~~516~~545 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~~June 3130, 2024 and December 31, 2023, the total interest accrued under the loan was $~~151~~180,~~516~~545 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~~six months ended ~~March~~June 3130, 2024, $3060,000 of expense was recorded and included in formation and operating costs in the unaudited condensed statement of operations. For the ~~three~~ six months ended ~~March~~June 3130, 2023, $3060,000 of expense was recorded and included in formation and operating costs in unaudited condensed ~~the~~ statement of operations.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Units and Warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a Registration Rights Agreement dated November 1, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

F-17

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 6 — Commitments and Contingencies (Continued)

Underwriters Agreement

The Company granted the underwriter a 45-day option to purchase up to 1,320,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On November 3, 2021, the underwriters exercised this option and purchased the additional 1,320,000 Units. These Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $13,200,000.

The underwriter was paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering, or $2,024,000. In addition, the underwriter is entitled to a deferred fee of three point five percent (3.50%) of the gross proceeds of the Initial Public Offering, or $3,542,000. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement.

Right of First Refusal

For a period beginning on the closing of our Initial Public Offering and ending 12 months from the closing of our initial Business Combination, we have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for our Initial Public Offering.

Note 7 – ~~Stockholders~~Shareholders’ Deficit

Preferred Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At ~~March~~June 3130, 2024 and December 31, 2023, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 ~~per~~ per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At June ~~March 31~~30, 2024 and December 31, 2023, there were 472,700 Class A common stock issued and outstanding, excluding 1,133,691 and 1,348,065 shares subject to possible redemption, respectively.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. At ~~March~~June 3130, 2024 and December 31, 2023, there were 2,530,000 shares of Class B common stock issued and outstanding, respectively. On July 12, 2024, 2,530,000 shares of Class B common stock were converted into Class A common stock.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO.

F-18

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 7 – ~~Stockholders~~Shareholders’ Deficit (Continued)

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. Pursuant to the Third Charter Amendment, holders of shares of Class B common stock may now convert such shares into shares of Class A Common Stock on a one-for-one basis at any time, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.

Warrants — Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

F-19

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 7 – Stockholders’ ~~Equity~~Deficit (Continued)

Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per Warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each Warrant holder; and

	●	if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to Warrant holders.

If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Warrants to do so on a “cashless basis,” as described in the Warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Warrants. Accordingly, the Warrants may expire worthless.

The Private Placement Warrants are identical to the Public Warrants except that (1) the Private Placement Warrants (including shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the closing of our initial Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor), and subject to securities laws restrictions regarding sale of private securities and (2) holders of our Private Placement Warrants are entitled to certain registration rights as described in Note 6.

Note 8 – Subsequent Events

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or or transactions that occurred up to the date the unaudited condensed financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements except as follows.:

On July 9, 2024, the Company filed an Application to Nasdaq Stock Exchange to migrate the Company’s listing from the Global Market to the Capital Market.

On July 12, 2024, the Company provided Nasdaq with stockholder reports confirming that the Company has enough public shareholders to meet the Nasdaq Capital Market Total Holders Requirement.

On July 12, 2024, the Company converted 2,530,000 Series B shares into Series A shares. The conversion of the Series B shares into Series A shares and a migration of the Company to the Nasdaq Capital Market would bring the Company into compliance with the Market Value of Listed Securities Requirement of the Capital Market.

On July 17, 2024, Nasdaq Staff approved the Company’s application to move to the Capital Market, effective as of July 19, 2024.

F-20

VISION SENSING ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 8 – Subsequent Events (Continued)

2024 Annual Meeting of Stockholders

On April 30, 2024, at 9:00 a.m. ET, the Company held a virtual annual meeting of its stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s stockholders approved two additional amendments to the Company’s amended and restated certificate of incorporation. One amendment, the Third Charter Amendment, gives the holders of the Company’s Class B common stock the right to convert such shares into shares of the Company’s Class A common stock on a one-to-one basis at the election of such holders at any time. The other amendment, the Fourth Charter Amendment, gives the Company the right to further extend the Termination Date by up to an additional six 1-month extensions to November 3, 2024 provided that (i) the Company’s sponsor (or its affiliates or permitted designees) deposits into the Company’s Trust Account an Extension Payment equal to the lesser of (x) $100,000 or (y) $0.045 per share for each public share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2024 unless the closing of the Company’s initial business combination had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

Nasdaq Notice of Continued Listing Requirement Deficiency

On May 30, 2024,we received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that since the Company has not yet filed its Form 10-Q for the period ended March 31, 2024, the Company is no longer in compliance with Listing Rule 5250(c)(1) (the “Rule”), which requires the Company to timely file all required periodic financial reports with the Securities and Exchange Commission. The Notice is only a notification of a deficiency and not a notification of imminent delisting. The Notice does not have a current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

The Notice states that the Company, pursuant to the listing rules, has 60 calendar days to submit a plan to regain compliance. The Company intends to submit a plan to regain compliance with Listing Rule 5250(c)(1) within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice, or until November 18, 2024, to regain compliance with the Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

F-21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “us,” “our” or “we” refer to Vision Sensing Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company formed under the laws of the State of Delaware on August 13, 2021. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (a “Business Combination”). While our efforts to identify a target business may span many industries and regions worldwide, we focus on companies with operations in vision sensing technologies. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private Units, the proceeds of the sale of our shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

We expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will be successful.

The Terminated Newsight Business Combination Agreement. On August 30, 2022, the Company entered into a Business Combination Agreement (the “Original Newsight Business Combination Agreement”) with Newsight Imaging Ltd, an Israeli company (“Newsight”), and Newsight MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Newsight (“MergerSub”), which was amended on January 19, 2023 (the “First Newsight BCA Amendment”) and again on January 29, 2023 (the “Second Newsight BCA Amendment”). We refer to the Original Newsight Business Combination Agreement as amended by the two amendments as the “Newsight Business Combination Agreement.”

On December 9, 2023, the Company, Newsight and Merger Sub entered into the Mutual Termination Agreement pursuant to which they terminated the Newsight Business Combination Agreement by mutual agreement in accordance with Section 7.1(a) thereof, and each party, on behalf of itself and its agents, released, waived and forever discharged the other parties and their agents of and from any and all obligation or liability arising under the Business Combination Agreement. The Company and Newsight determined to mutually terminate the Business Combination Agreement because of challenging global economic conditions.

The Mediforum Merger Agreement. On January 12, 2024, the Company entered into an Agreement and Plan of Merger (the “Mediforum Merger Agreement”) with Mediforum Co. Ltd., a registered company organized under the laws of the Republic of Korea (“Mediforum”). Pursuant to the Mediforum Merger Agreement, prior to the Closing, Mediforum will restructure and redomesticate (the “Restructuring and Redomestication”) to the British Virgin Islands (the “BVI Company”).

Pursuant to the terms of the Mediforum Merger Agreement, a new British Virgin Islands business company (“PubCo”), a British Virgin Islands company and a wholly owned direct subsidiary of PubCo (“Merger Sub 1”), and a Delaware limited liability company and a wholly owned direct subsidiary of PubCo (“Merger Sub 2”) will be formed for the purpose of participating in the transactions contemplated by the Mediforum Merger Agreement, including, without limitation, (a) the merger of Merger Sub 1 with and into the BVI Company, with the BVI Company surviving such merger as a wholly owned subsidiary of PubCo (the “Initial Merger”), and (b) the merger of Merger Sub 2 with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of PubCo (the “SPAC Merger” and together with the Initial Merger, the “Mergers”, and together with the other transactions contemplated by the Mediforum Merger Agreement and the other agreements contemplated thereby, the “Transactions” or the “Mediforum Business Combination”). The requisite members of the Company’s board of directors have (i) approved and declared advisable the Mediforum Merger Agreement and the Transactions and (ii) resolved to recommend the approval and adoption of the Mediforum Merger Agreement and the Transactions by the Company’s stockholders.

The Mediforum Merger Agreement provides that the consideration for the Mergers (the “Merger Consideration”) will be $250,000,000 payable 100% in 25,000,000 PubCo ordinary shares valued at $10.00 per share.

The Mediforum Merger Agreement contains customary representations and warranties, covenants, and closing conditions of the parties thereto. The Mediforum Merger Agreement provides that VSAC, Mediforum, PubCo, Merger Sub 1 and Merger Sub 2 shall, no later than February 15, 2024, execute an amendment and restatement of the Merger Agreement (the “ARBCA”), which shall contain the mutual agreement of the parties as to all of the issues set forth in Section 6.8(a) of the Merger Agreement. including, among others, agreement on additional earnout consideration, the finalized form of ancillary agreements, VSAC’s completion of due diligence on Mediforum, and D&O insurance coverage amount. The parties have not executed the ARBCA; therefore, either party can terminate the Mediforum Merger Agreement.

The Mediforum Merger Agreements provides that the issuance of the Pubco ordinary shares to be issued pursuant to the Mediforum Merger Agreement, the warrants exercisable for Pubco ordinary shares that will result from the amendment of the Company’s public warrants at the consummation of the Mergers and the Pubco ordinary shares issuable upon exercise of such warrants are to be registered with the SEC on a registration statement on Form F-4. Mediforum and the Company have not yet filed the initial registration statement.

The Mediforum Merger Agreement and related agreements are further described in our Current Report on Form 8-K filed with the SEC on January 16, 2024.

On August 14, 2024, the Company passed the resolutions on the Board Meeting that terminate the merger agreement with Mediforum and signing of the non-binding letter of intent with a new target.

For further information regarding the Mediforum Merger Agreement and our proposed initial business combination with Mediforum, please refer to Note 1 of this Current Report.

Amendments to the Amended & Restated Certificate of Incorporation. At a special meeting held on May 1, 2023, the Company’s stockholders approved the First Amendment to the Company’s amended and restated certificate of incorporation (the “First Charter Amendment”), changing the structure and cost of the Company’s right to extend the date (the “Termination Date”) by which the Company must either complete its initial business combination or else (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established pursuant to the Investment Management Trust Agreement dated November 1, 2021, between the Company and Continental Stock Transfer & Trust Company (the “Trust Account”) including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company’s public shares exercised their right to redeem those shares for cash at an approximate price of $10.61 per share, for an aggregate of approximately $90.2 million, leaving 1,612,508 Company public shares outstanding after the May 1, 2023 stockholders meeting. Thus, the Extension Payment for each one-month extension pursuant to the First Charter Amendment was $72,~~562~~563.~~86.~~

In connection with the First Charter Amendment, the Company amended the trust agreement by entering into Amendment No. 1 to Investment Management Trust Agreement dated May 1, 2023, by and between the Company and Continental, which conformed the extension procedures in the trust agreement to the procedures in the First Charter Amendment.

In a special meeting held on October 25, 2023, the Company’s stockholders approved a Second Amendment to the Company’s amended and restated certificate of incorporation (the “Second Charter Amendment”), giving the Company the right to extend the Termination Date by up to six (6) more one-month extensions to May 3, 2024 provided that (i) the Company’s sponsor (or its affiliates or permitted designees) deposited into the Company’s Trust Account an Extension Payment equal to the lesser of (x) $60,000 or (y) $0.045 per share for each public share outstanding as of the applicable deadline date for each such one-month extension until May 3, 2024 unless the closing of the Company’s initial business combination had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

In connection with the approval of the Second Charter Amendment on October 25, 2023, holders of 264,443 of the Company’s public shares exercised their right to redeem those shares for cash at an approximate price of $11.12 per share, for an aggregate of approximately $2.9 million, leaving 1,348,065 Company public shares outstanding after the October 25, 2023 stockholders meeting. Thus, the Extension Payment for each one-month extension pursuant to the Second Charter Amendment was $60,000.

In connection with the Second Charter Amendment, the Company amended the trust agreement by entering into Amendment No. 2 to Investment Management Trust Agreement dated October 25, 2023, by and between the Company and Continental, which conformed the extension procedures in the trust agreement to the procedures in the Second Charter Amendment.

At the Company’s 2024 annual meeting of stockholders held on April 30, 2024, the Company’s stockholders approved two additional amendments to the Company’s amended and restated certificate of incorporation. One amendment (the “Third Charter Amendment”) gives the holders of the Company’s Class B common stock the right to convert such shares into shares of the Company’s Class A common stock on a one-to-one basis at the election of such holders at any time. The other amendment (the “Fourth Charter Amendment”) gives the Company the right to further extend the Termination Date by up to an additional six 1-month extensions to November 3, 2024 provided that (i) the Company’s sponsor (or its affiliates or permitted designees) deposits into the Company’s Trust Account an Extension Payment equal to the lesser of (x) $100,000 or (y) $0.045 per share for each public share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2024 unless the closing of the Company’s initial business combination had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

In connection with the Fourth Charter Amendment, the Company amended the trust agreement by entering into Amendment No. 3 to Investment Management Trust Agreement dated April 30, 2024 by and between the Company and Continental, which conformed the extension procedures in the trust agreement to the procedures in the Fourth Charter Amendment.

Extensions to the Deadline to Complete Our Initial Business Combination. On October 28, 2022, as permitted by our amended and restated certificate of incorporation and at the request of our sponsor, our board of directors extended the period of time to consummate our initial business combination to February 3, 2023, our sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the Trust Account, and we issued to our sponsor a non-interest bearing, unsecured promissory note in that amount. On February 2, 2023, at the request of our sponsor, we similarly further extended period of time to consummate our initial business combination a second time to May 3, 2023, our sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the Trust Account, and we issued to our sponsor a second non-interest bearing, unsecured promissory note in that amount.

After the adoption of the First Charter Amendment on May 1, 2023, the Company obtained six 1-month extensions extending the Termination Date to November 3, 2023, and the Sponsor deposited six Extension Payments, each of $72,~~562.86~~563 (representing $0.045 per then outstanding public share of our Class A common stock), into the Trust Account and received six non-interest bearing, unsecured promissory notes, each in the amount of $72,~~562~~563.~~86.~~

After the adoption of the Fourth Charter Amendment on April 30, 2024, the Company ~~obtained~~may ~~the~~obtain ~~first of~~ up to six ~~additional~~more 1-month extensions extending the Termination ~~Sate~~Date to ~~June~~up to November 3, 2024, ~~and~~provided ~~the Sponsor deposited~~ an Extension ~~Payment~~Payments ~~in the amount~~ of $51,016~~.10~~ ~~(representing $0.045~~is ~~per~~deposited ~~then~~into ~~outstanding~~the ~~public~~Trust ~~share~~Account offor ~~our~~each 1-month ~~Class~~extension. AOn ~~common~~each ~~stock)~~of ~~into~~May ~~the~~2, ~~Trust~~2024 ~~Account~~ and ~~received~~May ~~a non-interest bearing~~30, ~~unsecured promissory~~2024 ~~note~~and inJuly ~~that~~2 ~~amount.~~2024 Onand ~~May~~August 302, 2024, our Sponsor deposited $51,016~~.10~~ into the Trust Account to obtain the first, second, third and fourth 1-month ~~extension~~extensions to ~~July~~September 3, 2024, and received for each extension payment a non-interest bearing, unsecured promissory note in that amount from us.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through ~~March~~June 3130, 2024 ~~were~~ were organizational activities, those necessary to prepare for our Initial Public Offering, described below, identifying a target company for an initial business combination, conducting due diligence on prospective targets, negotiating the Newsight Business Combination Agreement, working with Newsight on the Newsight Form F-4, negotiating the Mediforum Merger Agreement and preparing filings with the SEC. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on cash held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the quarter ended ~~March~~June 3130, 2024, we had a net loss of $25165,~~609~~693, which consists of formation and operating costs of $~~115~~252,~~345~~147, franchise tax cost of $5244,~~002~~051, income tax expenses of $2522,~~967~~982, interest income on loan receivable $2829,~~315~~028, interest payable on related party loan $2829,~~315~~028, and interest earned on investments held of $~~167~~153,~~705~~487. For the six months ended June 30, 2024, we had a net loss of $191,572, which consists of formation and operating costs of $367,762, franchise tax cost of $96,053, income tax expenses of $48,949, interest income on loan receivable $57,343, interest payable on related party loan $57,343, and interest earned on investments held of $321,192.

For the quarter ended ~~March~~June 3130, 2023, we had a net ~~income~~loss of $~~722~~478,~~311~~800, which consists of formation and operating costs of $~~396~~721,~~395~~465, franchise tax cost of $102,953, income tax expenses $362,668 and interest earned on investments held of $708,286. For the six months ended June 30, 2023, we had a net income of $243,511, which consists of formation and operating costs of $1,117,860, franchise tax cost of $102,953, income tax expenses $362,668 and interest earned on investments held of $1,~~118~~826,~~706~~992.

Liquidity and Capital Resources

On November 3, 2021, we consummated our Initial Public Offering of 10,120,000 Units at a price of $10.00 per Unit, generating gross proceeds of $101,200,000. Simultaneously with the consummation of the initial public offering, we completed the private placement of an aggregate of 472,700 units to our sponsor at a purchase price of $10.00 per private placement unit, generating total gross proceeds of $4,727,000.

For the ~~quarter~~six months ended ~~March~~June 3130, 2024, cash used in operating activities was $~~722~~929,~~540~~072.

As of ~~March~~June 3130, 2024, we had cash of $1513,~~463~~299,~~523~~087 held in the Trust Account. We intend to use substantially all of the funds held in the ~~Trust~~ Trust Account, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay taxes. During the ~~quarterly~~six ~~period~~months ended ~~March~~ 31June 30, 2024, we withdraw $109,805 of interest earned on the Trust Account for tax payment. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of ~~March~~June 3130, 2024, we had cash of $151,~~827~~079 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender.

On August 9, 2022, we issued a non-interest-bearing promissory note to our sponsor for loans in the principal amount of up to $1,500,000, which is convertible into units as described above. The note matures on the earlier to occur of the consummation of our initial business combination or the date of winding up of our business. As of ~~March~~June 3130, 2024, we had received total advances under this note in the principal amount of $~~882~~1,~~253~~138,037.

We issued (i) two non-interest-bearing, unsecured promissory notes each in the principal amount of $1,012,000 to our sponsor on October 28, 2022 and February 2, 2023 to fund the two 3-month extensions to the deadline to complete our initial business combination, (ii) six non-interest-bearing, unsecured promissory notes each in the principal amount of $72,~~562.86~~563 to fund six 1-month extensions to the deadline to complete our initial business combination from May 3, 2023 to November 3, 2023, (iii) six non-interest-bearing, unsecured promissory notes each in the principal amount of $60,000 to fund six 1-month extensions to the deadline to complete our initial business combination from November 3, 2023 to May 3, 2024 and (iv) ~~two~~four non-interest-bearing unsecured promissory note in the principal amount of $51,016~~.10~~ to fund ~~two~~four 1-month extension of the deadline to complete our initial business combination to ~~July~~September 3, 2024, all as described above ~~under~~ under the heading “Extensions” in Item 1 of Part 1 of this report. The notes mature on the earlier to occur of the consummation of our initial business combination or the date of winding up of our business. These notes are not convertible into units. We may issue up to ~~four~~two more non-interest-bearing unsecured promissory note in the principal amount of $51,016~~.10~~ to fund up to ~~four~~two more 1-month ~~extensions~~ extensions of the deadline to complete our initial business combination to up to November 3, 2024.

We expect to have insufficient funds available to continue to pursue our initial Business Combination and otherwise operate our business prior to the consummation of our initial Business Combination and therefore we expect to need to obtain additional financing to continue to operate while we pursue our initial Business Combination. We are actively seeking working capital and transaction expense funding; however, there can be no assurance that we will be able to obtain adequate working capital and transaction expense funding. If we are unable to obtain sufficient working capital and transaction expense funding, we may be forced to cease operations and liquidate the Trust Account.

We may also need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the consummation of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

In connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s ability to Continue as a Going Concern,” we have determined that if we are unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by ~~July~~September 3, 2024 (which may be extended to up to November 3, 2024 if we obtain up to ~~four~~two more 1-month extensions with an Extension Payment of $51,016~~,10~~ per extension or to such later date as may be approved by our stockholders in an amendment to our certificate of incorporation), then we will cease all operations except for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. We plan to consummate a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after ~~July~~ September 3, 2024.

Contractual Obligations

On August 9, 2022, we issued a non-interest-bearing promissory note to our sponsor for loans in the principal amount of up to $1,500,000, which is convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender. The note matures on the earlier to occur of the consummation of our initial business combination or the date of winding up of our business. As of ~~March~~June 3130, 2024, we had received total advances under this note in the principal amount of $~~882~~1,~~253~~138,037.

Except for the notes issued to our sponsor described above, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee up to $10,000 for office space, utilities and secretarial and administrative support services. We began incurring these fees on November 3, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

The underwriters are entitled to a deferred fee of $3,542,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Use of Estimates

Net Loss Per ~~Ordinary~~Common ~~Share~~Stock

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Class A Common Stock Subject to Possible Redemption

All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.15 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.

In connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company’s Public Shares exercised their right to redeem those shares for cash at an approximate price of $10.61 per share, for an aggregate of approximately $90.2 million, leaving 1,612,508 Company Public Shares outstanding after the May 1, 2023, stockholders meeting.

In connection with the approval of the Second Charter Amendment on October 25, 2023, holders of 264,443 of the Company’s Public Shares exercised their right to redeem those shares for cash at an approximate price of $11.12 per share, for an aggregate of approximately $2.94 million, leaving 1,348,065 Company Public Shares outstanding after the October 25, 2023, stockholders meeting.

On March 31, 2024, 1,348,065 shares of Class A Common Stock outstanding were subject to possible redemption.

In connection with the approval of the Fourth Charter Amendment on April 30, 2024, holders of 214,374 shares of the Company’s Public Shares exercised their right to redeem those shares for cash at an approximate price of $11.57 per share for an aggregate amount of approximately $2.48 million, leaving 1,133,691 Company Public Shares outstanding after the April 30, 2024 stockholders meeting. Consequently, there are currently 1,133,691 shares of Class A Common Stock outstanding that are subject to possible redemption.

On June 30, 2024, 1,133,691 shares of Class A Common Stock outstanding were subject to possible redemption.

Fair Value of Financial Instruments

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

On June 30, 2024, cash held in the Trust Account was $13,299,087.

Derivative Financial Instruments

Off-Balance Sheet Arrangements

As of ~~March~~June 3130, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, were invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. In October 2023, all remaining amounts in the Trust Account were transferred to an interest-bearing demand deposit account at a U.S. bank. Due to the short-term nature of these investments, we do not believe that there will be an associated material exposure to interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~March~~June 3130, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our ~~principal~~ principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls over Financial Reporting

This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter ended ~~March~~June 3130, 2024, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

	●	We may not be able to consummate the Mediforum Business Combination or realize anticipated benefits of the Mediforum Business Combination, and there may be unanticipated expenses or delays in connection with the Mediforum Business Combination.

	●	The Mediforum Merger Agreement may be terminated at any time by either Mediforum or us because the conditions in Section 6.8(a) of the Mediforum Merger Agreement were not satisfied by February 15, 2024;

	●	We need to raise substantial additional funds to continue to operate and pay transaction expenses while we seek to complete our initial Business Combination, and there can be no assurance we will be able to obtain sufficient funding;

	●	We are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target;

	●	We may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame;

	●	Our expectations around the performance of a prospective target business or businesses may not be realized;

	●	We may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

	●	Our officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;

	●	We may not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption;

	●	We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time;

	●	You may not be given the opportunity to choose the initial target business or to vote on the initial business combination;

	●	Trust account funds may not be protected against third party claims or bankruptcy;

	●	An active market for our public securities’ may not develop and you will have limited liquidity and trading;

	●	The availability to us of funds from interest income on the Trust Account balance may be insufficient to operate our business prior to the business combination;

	●	Our financial performance following a business combination with an entity may be negatively affected by the target’s lack an established record of revenue, cash flows and experienced management;

	●	Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations; and

	●	If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Use of Proceeds from the Public Offering

On November 3, 2021, the Company consummated its Initial Public Offering of 8,800,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $88,000,000, and incurring offering costs of $7,520,024, of which $3,542,000 was for deferred underwriting commissions (which amount includes deferred underwriting commissions attributable to the exercise of the underwriters’ election of their over-allotment option, as described below). The Company granted the underwriter a 45-day option to purchase up to an additional 1,320,000 Units at the Initial Public Offering price to cover over-allotments.

Additionally, on November 3, 2021, the Company consummated the closing of the sale of 1,320,000 additional Units at a price of $10.00 per Unit upon receiving notice of the underwriters’ election to fully exercise their overallotment option (the “Overallotment Units”), generating additional gross proceeds of $13,200,000 and incurred additional offering costs of $264,000 in underwriting fees. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and three-quarters of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.

The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-259766). The SEC declared the registration statement effective on October 29, 2021.

Of the gross proceeds received from the Initial Public Offering and the Private Placement Units, $102,718,000 was placed in a Trust Account. We paid a total of $2,024,000 in underwriting discounts and commissions and $436,024 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $3,542,000 in underwriting discounts and commission.

Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $953,522 of cash was held outside of the Trust Account available for working capital purposes.

On October 28, 2022, at the request of our sponsor, our board of directors extended the period of time to consummate a Business Combination to February 3, 2023, our sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the Trust Account, and we issued to our sponsor a non-interest bearing, unsecured promissory note in that amount. On February 2, 2023, at the request of our sponsor, we extended period of time to consummate a Business Combination a second time to May 3, 2023, our sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the Trust Account, and we issued to our sponsor a second non-interest bearing, unsecured promissory note in that amount.

After the adoption of the Fourth Charter Amendment on April 30, 2024, the Company obtained the first of up to six additional 1-month extensions extending the Termination Sate to June 3, 2024, and the Sponsor deposited an Extension Payment in the amount of $51,016~~.10~~ (representing $0.045 per outstanding public share of our Class A common stock) into the Trust Account and received a non-interest bearing, unsecured promissory note in that amount.

If we do not complete the Mediforum Business Combination or another business combination by ~~June~~September 3, 2024 (which may be extended to up to November 3, 2024 if we obtain up to ~~four~~two more 1-month extensions with an Extension Payment of $51,016,10 per extension or to such ~~later~~ later date as may be approved by our stockholders in an amendment to our certificate of incorporation), then our existence will terminate, and we will distribute all amounts in the Trust Account.

As of ~~March~~June 3130, 2024, we have available to us $151,~~827~~079 of cash on our balance sheet and a working capital deficit of $67,~~593~~119,~~083~~365.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

On June 4, 2024, the Company issued a press release containing substantially the disclosure set forth above in this Item 5 as well as announcing the filing of this Quarterly Report on Form 10-Q, a copy of which is attached to the Quarterly Report on Form 10-Q as Exhibit 99.1.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
2.1		Agreement and Plan of Merger dated as of January 12, 2024 by and between Vision Sensing Acquisition Corp. and Mediforum Co. Ltd. (1)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Press release dated June 4, 2024.
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.
(1)	Incorporated by reference to the Company’s Form 8-K filed with the SEC on January 16, 2024.

SIGNATURES

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

	VISION SENSING ACQUISITION CORP.
Date: June 4, 2024	By:	/s/ George Peter Sobek
Date: August 19, 2024	By:	/s/ George Peter Sobek
		George Peter Sobek
		Chief Executive Officer

Date: June 4, 2024	By:	/s/ Hang Kon Louis Ma
Date: August 19, 2024	By:	/s/ Hang Kon Louis Ma
		Hang Kon Louis Ma Chief Financial Officer

Filing Compare · VISION SENSING ACQUISITION CORP.