Vision Sensing Acquisition Corp. *
LIQUIDATION – 10/21/24 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be October 25, 2024.
- The per-share redemption price will be approximately $11.84
LETTER OF INTENT – 8/22/24 – LINK
- The SPAC announced a non-binding letter of intent with Convergence CT, Inc.
- The transaction is valued at $135 million, of which an aggregate of $25 million can be earned if the Company reaches certain pre-agreed EBITDA targets.
- The Parties have agreed to a target date for signing of a binding Business Combination Agreement by no later than August 31, 2024.
- Advisors
- ARC Group is acting as the Financial Advisor for CCT.
- EF Hutton, division of Benchmark Investments, LLC, is serving as Capital Market Advisor to VSAC.
The below-announced combination was terminated on 8/22/24. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Mediforum Co., Ltd [Terminated]
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd
Vision Sensing Acquisition Corp. proposes to combine with Mediforum Co., Ltd.
Mediforum Co., Ltd, founded in 2015 and based in Seoul, Korea, specializes in biotechnology. The company focuses on developing treatments for conditions like Alzheimer’s disease (AD) and neuropathic pain. Mediforum’s portfolio includes anti-dementia medications and health functional foods. Their main product, PM012, is in Phase 2b trials for AD, with plans for Phase 3 trials in Korea and the U.S., and is also being researched for Parkinson’s disease (PD) and stroke. Another product, MF018, aimed at non-narcotic therapies, is in Phase 2 trials for Chemotherapy-Induced Peripheral Neuropathy (CIPN) and is also being considered for Diabetic Peripheral Neuropathy (DPN).
EXTENSION – 4/30/24 – LINK
- The SPAC approved the extension from May 3, 2024 to November 3, 2024.
- 214,374 shares were redeemed.
- $0.045/share per month will be deposited into the trust account.
TRANSACTION
- The consideration for the transaction (the “Merger Consideration”) shall be $250,000,000.
- Upon the closing, the shareholders of the BVI Company will receive 25,000,000 Class A Ordinary Shares of PubCo, valued at $10.00 per share (“PubCo Shares”), as the Merger Consideration.
SPAC FUNDING
- There is no additional funding at this time.
EARNOUT
- Company
- An earnout will be negotiated at a later date.
LOCK-UP
- Company and Sponsor
- Does not specify at this time.
NOTABLE CONDITIONS TO CLOSING
- The SPAC have at least $5,000,001 of net tangible assets.
NOTABLE CONDITIONS TO TERMINATION
- If the closing has not occurred by June 30, 2024.
ADVISORS
- Company
- Norwich Capital Limited and American General Business Association & SME Overseas IPO Capital Group are acting as the Lead Advisor and Co-Advisor.
- Loeb & Loeb LLP is acting as the US Legal Counsel.
- Next Law LLP is acting as the Korean Legal Counsel.
- SPAC
- EF Hutton, division of Benchmark Investments, LLC, is serving as Capital Market Advisor.
- ARC Group Limited is serving as Financial Advisor.
The below-announced combination was terminated on 12/11/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Newsight Imaging Ltd. [Terminated]
ENTERPRISE VALUE: $380 million
ANTICIPATED SYMBOL: NSIM
Vision Sensing Acquisition Corp. proposes to combine with Newsight Imaging Ltd.
Newsight Imaging develops advanced CMOS image sensor chips for 3D machine vision and spectral analysis. Newsight’s depth camera sensors for machine vision serve verticals such as Mobile & Metaverse, Robotics, Industry 4.0, Automotive Safety, etc. The company recently launched its one-of-a-kind solid-state LiDAR reference design, the eTOF™ LiDAR, based on the NSI1000 sensor. In addition, Newsight has developed a spectral chip backed by AI technology, demonstrated in SpectraLIT™. SpectraLIT™ offers a unique and affordable solution for remote healthcare, real-time diagnosis, and quality inspection solutions for water, food & beverage, etc. The company has US and EU patents and has received multiple grants by the Israeli Innovation Authority.
EXTENSION – 10/26/23 – LINK
- The SPAC approved the extension from November 3, 2023 to May 3, 2024.
- 264,443 shares were redeemed for $11.01 per share.
- $60K per month will be deposited into the trust account.
EXTENSION – 5/2/23 – LINK
- The SPAC approved the extension from May 3, 2023 to November 3, 2023.
- 8,507,492 shares were redeemed for $10.45 per share.
- $0.045/share per month will be deposited into the trust account.
EXTENSION – 10/28/22 – LINK
- Vision Sensing Acquisition Corp. announced that its sponsor, Vision Sensing, LLC, has requested an extension of the period of time the Company has to consummate its initial business combination by three months from November 3, 2022, until February 3, 2023.
- The Company’s sponsor has deposited an aggregate of $1,012,000 (representing $0.10 per public unit sold in the Company’s initial public offering) into the Company’s trust account, and the Company has issued to its sponsor a non-interest bearing, an unsecured promissory note in that amount.
- The Extension provides the Company with additional time to complete its Business Combination with Newsight.
TRANSACTION
- The pre-merger and pre-financing Newsight shareholders hold approximately 53.6% Newsight Ordinary Shares and options exercisable for just under 3% fully diluted shares, assuming no redemptions by VSAC shareholders.
- The transaction has been approved by each of VSAC’s and Newsight’s Boards of Directors.
- The transaction is subject to the approval of VSAC and Newsight shareholders and other customary conditions and is expected to close as early as the fourth quarter of 2022.

PIPE
- The Business Combination Agreement permits VSAC and Newsight to enter into and consummate subscription agreements in form and substance mutually acceptable in good faith to VSAC and Newsight among investors and either VSAC or Newsight or both VSAC and the Company for an aggregate of up to $40,000,000 in connection with one or more private placements in VSAC and/or Newsight, to purchase Company Ordinary Shares and/or VSAC Class A Common Stock, in each instance, to be consummated immediately prior to the Effective Time subject to the condition that the Closing occurs; provided, however, that the aggregate amount of PIPE Investments in Company Ordinary Shares with Newsight shall not exceed $10,000,000.
LOCK-UP
Company and Sponsor
-
- 6 months from the Closing date and the date on which the closing price equals or exceeds $14.00 for any 20/30 trading days.
NOTABLE CONDITIONS TO CLOSING
- The closing of the Business Combination has a condition, waivable by Newsight, of VSAC having a minimum closing cash balance of $25 million together with pre-transaction or PIPE financings in connection with the Business Combination.
- The closing of the Business Combination is subject to approvals of any required governmental authorities and completion of any antitrust expiration periods
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated at any time prior to the Closing by mutual written consent of VSAC and Newsight by either VSAC or Newsight if any of the conditions to Closing have not been satisfied or waived by February 3, 2023 (the “Outside Date”)
- Or by either VSAC or Newsight if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transaction, and such order or other action has become final and non-appealable
ADVISORS
- EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to VSAC.
- ARC Group Ltd. is serving as financial advisor to VSAC
- Siena Capital Group acted as financial advisors to Newsight.
- Nelson Mullins Riley & Scarborough LLP acted as US legal counsel and Goldfarb Seligman & Co. Law Offices acted as Israeli legal counsel to VSAC in the transaction.
- Ellenoff Grossman & Schole LLP acted as US legal counsel and Gross Law Firm GKH acted as Israeli legal counsel to Newsight in the transaction.
MANAGEMENT & BOARD
Executive Officers
George Peter Sobek, 45
Chief Executive Officer and Chairman
Mr. Sobek has served many executive roles in the financial industry over a more than 20-year career serving as director and executive officer of multiple companies operating within the global financial markets. An expert in regulatory compliance, operational risk and corporate governance, Mr. Sobek has been responsible for developing and implementing business strategies and operational processes for some of the world’s leading financial institutions. He has been engaged by both buy side and sell side investment firms in corporate finance, trading, sales, and investment management. Over his career, Mr. Sobek has developed an extensive network and we believe his knowledge and exposure on a global scale will enable us to locate and attract potential targets. Among his recent engagements, from February 2019 to March 2021, Mr. Sobek was the Deputy Chief Compliance Officer and Money Laundering Reporting Officer of APAC, Citadel Group, including Citadel Asset Management, a global multi-strategy Hedge Fund, and Citadel Securities, a proprietary electronic trading firm and liquidity provider. From September 2014 to December 2018, Mr. Sobek was the APAC Head of Compliance; Business Development for Jane Street Asia Limited, a global proprietary electronic trading firm and liquidity provider that trades a range of global financial products. Prior thereto, Mr. Sobek worked in senior executive roles in a number of major investment firms. Mr. Sobek has an LLB (Hons) degree from the University of Hertfordshire and is a member of the New York State Bar Association. He has numerous certifications from industry and regulatory bodies related to securities regulation, practice, and governance.
Hang Kon Louis Ma, 58
Chief Financial Officer and Secretary
Mr. Ma is a highly experienced senior executive with extensive management and financial experience in listed companies in the United States and Hong Kong. He is currently an executive director, the chief financial officer, and the company secretary of G.A. Holdings Limited (SEHK: 8126), a listed company trading on the Hong Kong Stock Exchange Limited and serves as an independent non-executive director of Carnival Group International Holdings Limited (SEHK: 0996), which is also a listed company in Hong Kong. He is familiar with Hong Kong listing rules and has hands-on experience in listed companies including the initial public offerings, reverse takeovers, and mergers and acquisitions. He has been the key liaison of various listed companies with both the Stock Exchange of Hong Kong and the Securities and Futures Commission of Hong Kong. Among his recent engagements, since November 2015, Mr. Ma has been serving as an executive director, the Chief Financial Officer and Company Secretary for G.A. Holdings Limited, which engages in the sale, servicing and after-sales business of automobiles covering leading brands such as Ferrari, Maserati and BMW in China, and car rental business under Hertz licensing in Hong Kong. Since May 2019, he has been serving as an independent, non-executive director of Carnival Group International Holdings Limited, which principally engages in theme-based leisure and consumption business, focusing on the design, development, and operation of integrated large-scale tourist complex projects. Mr. Ma previously held senior positions at a number of international corporations and local enterprises in Hong Kong. An accountant by training, he held senior positions at one of the “Big Four” accounting firms and at a consulting subsidiary of another major accounting firm. Mr. Ma is a chartered secretary in the United Kingdom and Hong Kong, a chartered certified accountant in the United Kingdom, and a certified public accountant in Hong Kong and the United States. He received his Professional Diploma in Company Secretaryship & Administration from The Hong Kong Polytechnic (the predecessor to The Hong Kong Polytechnic University). Mr. Ma holds a master of business administration degree from Kellogg School of Management, Northwestern University & Hong Kong University of Science and Technology.
Board of Directors
Joseph Mitchell Magen, 47
Director Nominee
Mr. Magen is a trained software engineer and venture capitalist with more than 20 years of experience in high-tech companies, software development and the Israeli venture capital industry. Since June 2017, Mr. Magen has been serving as an investment advisor, broker and representative for two Israel based investment partnerships: Isratrade Investments and Management Ltd. (isratrade.co.il) and 12 Stones Investments (12stones.co.il). These firms have served as a bridge between investors throughout the Middle East and technology companies there and in Asia. Starting in 2020, Mr. Magen has worked as the managing editor for an Israeli news media site, All Israel News (allisrael.com), which is under a US non-profit organization, Near East Media. Previously, he worked at Evergreen Venture Partners and Red Hat Israel Ltd., a subsidiary of Red Hat, Inc. Mr. Magen holds a Bachelor of Science degree in Industrial and Systems Engineering from the Virginia Polytechnic Institute and State University and a Master of Business Administration degree from Bar-Ilan University, Israel.
William Welser IV, 43
Director Nominee
Mr. Welser is a passionate, curious, and creative technologist motivated by tackling and communicating complex problems, Mr. Welser operates regularly at the forefront of working across disciplinary boundaries and business sectors toward the development and application of leading-edge technologies. Since April 2020, Mr. Welser has been the co-founder, Chief Executive Officer and Chief Technology Officer of Lotic.ai, LLC, a digital behavior company that combines clinical and behavioral sciences with state-of-the-art network analysis, data science and artificial intelligence (AI) to help humans understand themselves more fully and make better decisions. Since January 2018, Mr. Welser has also spent time as a sole proprietor delivering advanced technology expertise and consulting in the areas of healthcare, finance, and media. His technological achievements include developing a distributed ledger system to enable cross-border transactions, designing a multi-sided platform solution for a large healthcare system, scoping media concepts for merged media products, due diligence for acquisitions and partnerships, and design and scaling of a polymerase chain reaction (PCR) testing lab focused on COVID-19 detection and research. In the period spanning April 2019 to January 2020, Mr. Welser served as the Chief Technology Officer and Chief of Nano Labs for Nano Global Corporation. In this role he was the executive charged with the responsibilities of designing, building, testing, and preparing customer-facing products and features for release to the marketplace. From March 2018 until January 2019, Mr. Welser was a Senior Partner for ReD Associates, a boutique consulting firm. In this role, he was responsible for building and integrating a technology-focused set of offerings for Fortune 100 firms. From 2008 to 2018, Mr. Welser served in various senior and executive roles at the RAND Corporation, a noted policy institution and think tank, including serving as Director of the Engineering and Applied Sciences Research Department, as Senior Management Scientist, as Professor at the Pardee RAND Graduate School, and as co-founder and co-director of RAND’s Impact Lab. Following his departure as a full-time employee in March 2018, Mr. Welser has continued to contribute to RAND’s mission as an Adjunct, Senior Management Scientist. Previously, Mr. Welser served in the United States Air Force as an acquisitions officer and engineer responsible for program management, design of next generation technologies, systems engineering, and procurement and production of advanced technologies, some of which are actively used in the cyber, air, and space realms. In addition, Mr. Welser has held a number of important advisory and public speaking roles and has been a prolific author of research papers and periodical publications. His numerous publications in major outlets have informed policy decision-makers, corporate leaders, and the public on topics such as bias in artificial intelligence, future of work, privacy and cryptography, future of high performance computing, space debris mitigation and remediation, design of commercially-focused aerial drones, vulnerabilities and capabilities of space, air, and cyber systems, and performance of supply chain and industrial base systems. Mr. Welser received his Bachelor of Science degree in Chemical Engineering from University of Virginia, his Master of Business Administration degree from Boston College, and his Master of Science degree in Finance from Boston College.
Garry Richard Stein, 75
Director Nominee
Mr. Stein has global experience of over 50 years in banking, investment management, mergers and acquisitions, private equity, and public and private board and executive roles. He is a financial and strategic advisor for a number of resource-based, scientific and technology ventures. Since August 2021, Mr. Stein has been serving as an independent non-executive director of Liberty Resources Acquisition Corp. and the manager of its sponsor, Liberty Fields LLC. Liberty Resources is a blank check special purpose acquisition company. Since May 2021, Mr. Stein has been serving as an executive director and the Chief Financial Officer of PHP Ventures Acquisition Corp. (NASDAQ: PPHPU). PHP is a Nasdaq listed blank check special purpose acquisition company aiming to acquire consumer-facing companies with a significant Africa presence or a compelling Africa potential. From July 2019 to September 2021, Mr. Stein served as a director of Hope Gold Limited, a junior gold mining producer in the Republic of Ghana and until April 2021, he also served as its Chief Financial Officer. From November 2017 to March 2019, Mr. Stein served as the Managing Partner and Chief Knowledge Officer of Quotable Management Limited. Quotable was a strategic advisor in partnership with the World Reserve Trust Group of Companies in development and operation of the technology design for the global trade settlement platform based on Digital Ledger Technology. In this role, Mr. Stein was instrumental in the strategic planning, design concepts and implementation of modern distributed ledger and related technologies to the issues of global trade on which he held several trademarks and patents. Mr. Stein was the founder and, from November 2013 to January 2018, the Managing Director of CAF Limited, a company established to develop and operate a unique new financial services business that designed a unique structured finance commodity streaming product. In addition, Mr. Stein was the President of a top-performing resource based mutual fund, head of investments for a Canadian bank, head of asset/liability management for a major Canadian bank, manager of a large high-income bond fund, and held several other advisory and investment management roles. He held roles as director and/or officer of numerous public and private companies and foundations. Mr. Stein holds a Bachelor of Science degree in Chemistry from the Case Western Reserve University, a Master of Applied Science degree in Metallurgy and Material Science from University of Toronto, a Master of Business Administration degree from Schulich School of Business, York University, and is a Fellow of the Institute of Canadian Banking.
