About Mediforum About Vision Sensing Acquisition Corp. Forward-Looking Statements Additional Information and Where to Find It VSAC, Mediforum, and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from VSAC's stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of VSAC's stock ...

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 31, 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) (State or other jurisdiction of i ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ 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 | | --- | --- | | ...

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 September 30, 2023 ☐ 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 ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) Presents comprehensive financial data, including statements, notes, management's analysis, market risk, and controls [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited financial statements for Q2 2023, including Balance Sheets, Operations, Cash Flows, and detailed notes [Balance Sheets](index=4&type=section&id=Balance%20Sheets) Summarizes the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates Balance Sheet Summary | Metric | June 30, 2023 (Unaudited) | December 31, 2022 (Audited) | | :----------------------------------- | :-------------------------- | :-------------------------- | | Total Assets | $17,847,665 | $105,192,121 | | Total Liabilities | $8,245,331 | $5,742,859 | | Class A common stock subject to possible redemption | $16,907,349 | $103,730,000 | | Total Shareholders' Deficit | $(7,305,015) | $(4,280,738) | - The company experienced a significant decrease in 'Cash and Marketable Securities held in trust account' from **$105,082,318** at December 31, 2022, to **$17,656,087** at June 30, 2023, primarily due to redemptions[11](index=11&type=chunk) [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) Presents the company's revenues, expenses, and net income or loss over specific reporting periods Statements of Operations Summary | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Formation and operating costs | $(1,117,860) | $(390,231) | | Franchise tax expenses | $(102,953) | $(30,924) | | Interest earned on marketable securities held in trust account | $1,826,992 | $149,059 | | Net income (loss) | $243,511 | $(272,097) | - The company shifted from a net loss of **$(272,097)** in the first six months of 2022 to a net income of **$243,511** in the same period of 2023, largely driven by a substantial increase in interest earned on marketable securities held in the trust account[13](index=13&type=chunk) [Statements of Changes in Stockholders' Equity](index=6&type=section&id=Statements%20of%20Changes%20in%20Stockholders'%20Equity) Details changes in equity components, including accumulated deficit, from December 2022 to June 2023 Stockholders' Equity Changes | Metric | December 31, 2022 (Audited) | June 30, 2023 (Unaudited) | | :-------------------------- | :-------------------------- | :------------------------ | | Accumulated Deficit | $(4,281,038) | $(7,305,315) | - The accumulated deficit increased from **$(4,281,038)** at December 31, 2022, to **$(7,305,315)** at June 30, 2023, reflecting the net loss and other adjustments during the period[16](index=16&type=chunk) [Statements of Cash Flows](index=7&type=section&id=Statements%20of%20Cash%20Flows) Reports cash inflows and outflows from operating, investing, and financing activities for the period Cash Flow Summary | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(402,646) | $(433,661) | | Net cash provided by investing activities | $90,265,222 | $- | | Net cash used in financing activities | $(89,742,648) | $- | | Net change in cash | $119,928 | $(433,661) | | Cash at the end of the period | $191,578 | $65,640 | - Significant cash movements in 2023 included **$90.27 million** provided by investing activities (primarily cash withdrawal from the trust account) and **$89.74 million** used in financing activities (primarily payments to redeemed shareholders)[19](index=19&type=chunk) [Notes to Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) Provides detailed explanations and additional information supporting the unaudited financial statements [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) Describes the company's formation, business purpose, proposed combination, and going concern considerations - Vision Sensing Acquisition Corp. is a blank check company formed on August 13, 2021, for the purpose of a business combination, with its Initial Public Offering completed on November 3, 2021, raising **$88,000,000**[22](index=22&type=chunk)[25](index=25&type=chunk) - The company entered into a Business Combination Agreement with Newsight Imaging Ltd. on August 30, 2022, which was subsequently amended to extend the 'Outside Date' for completion to May 3, 2023[35](index=35&type=chunk)[41](index=41&type=chunk) - Stockholders approved a First Charter Amendment on May 1, 2023, allowing for up to six one-month extensions to November 3, 2023, for the business combination, with the Sponsor depositing **$72,562.86** per month into the Trust Account for each extension[47](index=47&type=chunk)[48](index=48&type=chunk) - In connection with the First Charter Amendment, holders of **8,507,492** Public Shares exercised their right to redeem shares for approximately **$90.2 million**, leaving **1,612,508** Public Shares outstanding[48](index=48&type=chunk) - The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination by September 3, 2023 (extendable to November 3, 2023)[51](index=51&type=chunk)[55](index=55&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=13&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the key accounting principles, estimates, and judgments applied in preparing the financial statements - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[60](index=60&type=chunk)[61](index=61&type=chunk) Class A Common Stock Redemption Details | Metric | June 30, 2023 | December 31, 2022 | | :------------------------------------------------- | :------------ | :---------------- | | Class A Common Stock subject to possible redemption (shares) | 1,612,508 | 10,120,000 | | Contingently redeemable Class A Common Stock – Ending Balance | $16,907,349 | $103,730,000 | - The provision for income taxes was **$362,668** for the six months ended June 30, 2023, compared to **$0** for the same period in 2022[70](index=70&type=chunk) [Note 3 — Public Offering](index=18&type=section&id=Note%203%20%E2%80%94%20Public%20Offering) Details the terms and proceeds of the company's Initial Public Offering, including units and warrants - The company sold **10,120,000** Units at **$10.00** per Unit in its Initial Public Offering, with each Unit consisting of one common stock and three-quarters of one redeemable Warrant[83](index=83&type=chunk) [Note 4 — Private Placement](index=18&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) Describes the private placement of units to the Sponsor and the gross proceeds generated - An aggregate of **472,700** Private Placement Units were sold to the Sponsor at **$10.00** per Unit, generating gross proceeds of **$4,727,000**, with a portion added to the Trust Account[84](index=84&type=chunk)[85](index=85&type=chunk) [Note 5 — Related Party Transactions](index=18&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) Discloses transactions and balances with related parties, including the Sponsor and its principals - The Sponsor holds **2,530,000** Class B common stock (Founder Shares) purchased for **$25,000**[87](index=87&type=chunk) - The company has a Sponsor Working Capital Loan of **$463,800** outstanding as of June 30, 2023, and issued non-interest bearing, unsecured promissory notes totaling **$2,241,891** to the Sponsor for extension funding[92](index=92&type=chunk)[93](index=93&type=chunk) - Dr. George Cho Yiu So, a principal of the Sponsor, advanced **$1,000,000** to the company, which was then advanced to Newsight for bridge financing[94](index=94&type=chunk) [Note 6 — Commitments and Contingencies](index=19&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) Outlines the company's contractual obligations, registration rights, and deferred underwriting fees - The company has registration rights agreements for Founder Shares, Private Placement Units, and Warrants[96](index=96&type=chunk) - Underwriters received a cash discount of **$2,024,000** and are entitled to a deferred fee of **$3,542,000**, payable upon the closing of a Business Combination[99](index=99&type=chunk) [Note 7 – Stockholders' Equity](index=20&type=section&id=Note%207%20%E2%80%93%20Stockholders%27%20Equity) Details the authorized and outstanding shares for different stock classes and warrant terms Stock Authorization and Issuance | Stock Class | Shares Authorized | Shares Issued & Outstanding (June 30, 2023) | | :---------------- | :---------------- | :------------------------------------------ | | Preferred Stock | 1,000,000 | 0 | | Class A Common Stock | 100,000,000 | 472,700 (excluding 1,612,508 redeemable) | | Class B Common Stock | 10,000,000 | 2,530,000 | - Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, and expire five years after a Business Combination or earlier upon redemption or liquidation[108](index=108&type=chunk) [Note 8 – Subsequent Events](index=22&type=section&id=Note%208%20%E2%80%93%20Subsequent%20Events) Reports significant events occurring after the balance sheet date, such as extension payments - On August 1, 2023, the Sponsor deposited an additional **$72,562.86** into the Trust Account, extending the Business Combination deadline to September 3, 2023[117](index=117&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's perspective on financial condition, operational results, proposed business combination, and liquidity [Overview](index=23&type=section&id=Overview) Introduces Vision Sensing Acquisition Corp. as a blank check company focused on vision sensing technologies - Vision Sensing Acquisition Corp. is a blank check company focused on identifying and combining with a target business in vision sensing technologies[121](index=121&type=chunk) [Proposed Business Combination](index=23&type=section&id=Proposed%20Business%20Combination) Details the agreement with Newsight Imaging Ltd. and the structure of the planned merger - The company entered into a Business Combination Agreement with Newsight Imaging Ltd. on August 30, 2022, which has been amended to extend the 'Outside Date' to May 3, 2023[123](index=123&type=chunk)[124](index=124&type=chunk) - The merger will result in the company becoming a wholly-owned subsidiary of Newsight, with company common stock converting to Newsight Ordinary Shares on a one-for-one basis[123](index=123&type=chunk) [Registration Statement](index=24&type=section&id=Registration%20Statement) Describes Newsight's filing of Form F-4 with the SEC for the issuance of shares and warrants - Newsight filed a Registration Statement on Form F-4 with the SEC on December 8, 2022, and subsequently filed three amendments, to register the issuance of Newsight Ordinary Shares and warrants in connection with the Business Combination[126](index=126&type=chunk) [Charter Amendment](index=24&type=section&id=Charter%20Amendment) Explains the stockholder approval for charter amendments allowing extensions and subsequent share redemptions - Stockholders approved a First Charter Amendment on May 1, 2023, allowing for up to six one-month extensions to November 3, 2023, for the Business Combination, with the Sponsor making monthly Extension Payments[128](index=128&type=chunk)[129](index=129&type=chunk) - Following the approval, holders of **8,507,492** Public Shares redeemed their shares for approximately **$90.2 million**[129](index=129&type=chunk) [Extensions](index=24&type=section&id=Extensions) Details the one-month extensions obtained for the Business Combination deadline and Sponsor contributions - The company obtained four one-month extensions, extending the Termination Date to September 3, 2023, with the Sponsor depositing **$72,562.86** for each extension[131](index=131&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Analyzes the company's financial performance, focusing on net income/loss and key cost drivers Operational Results Summary | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $243,511 | $(272,097) | | Interest earned on investments held | $1,826,992 | $149,059 | | Formation and operating costs | $1,117,860 | $390,231 | - The increase in net income for the six months ended June 30, 2023, was primarily due to higher interest rates on marketable securities held in the trust account, while operating costs increased due to legal and professional fees for de-SPAC transactions[135](index=135&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's cash position, trust account activity, outstanding loans, and going concern warning - As of June 30, 2023, the company had **$17,656,087** in the Trust Account and **$191,578** in cash outside the Trust Account[137](index=137&type=chunk)[138](index=138&type=chunk) - During the six months ended June 30, 2023, **$90,090,439** was withdrawn from the Trust Account for redeemed Public Shares, and **$392,674** for taxes[137](index=137&type=chunk) - The company has outstanding loans from its Sponsor, including a working capital loan of **$463,800** and extension loans totaling **$2,241,891**[139](index=139&type=chunk)[140](index=140&type=chunk) - The company has determined that its liquidity condition and the mandatory liquidation date raise substantial doubt about its ability to continue as a going concern if a Business Combination is not completed by September 3, 2023 (extendable to November 3, 2023)[143](index=143&type=chunk) [Off-Balance Sheet Financing Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) Confirms the absence of any off-balance sheet obligations, assets, or liabilities for the company - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements[144](index=144&type=chunk)[145](index=145&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) Outlines the company's financial commitments, including loans, administrative fees, and deferred underwriting fees - Contractual obligations include non-interest-bearing promissory notes to the Sponsor for working capital (**$463,800**) and extensions (**$2,241,891**), an administrative fee of **$10,000** per month to the Sponsor, and a deferred underwriting fee of **$3,542,000** payable upon Business Combination[146](index=146&type=chunk)[147](index=147&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [Critical Accounting Policies](index=28&type=section&id=Critical%20Accounting%20Policies) Highlights key accounting policies involving significant estimates and judgments in financial reporting - Key accounting policies involve estimates and judgments related to the fair value of financial instruments and accrued expenses[152](index=152&type=chunk) [Net Loss Per Ordinary Share](index=28&type=section&id=Net%20Loss%20Per%20Ordinary%20Share) Explains the calculation of net income (loss) per share, excluding dilutive effects of warrants - Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common stock shares outstanding, excluding the dilutive effect of warrants due to future contingencies[153](index=153&type=chunk)[154](index=154&type=chunk) [Class A Common Stock Subject to Possible Redemption](index=28&type=section&id=Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption) Describes the classification and redemption value of conditionally redeemable Class A common stock - Conditionally redeemable Class A common stock is classified as temporary equity, with changes in redemption value recognized immediately. As of June 30, 2023, the redemption value was **$16,907,349**[155](index=155&type=chunk) - Following the First Charter Amendment approval on May 1, 2023, **8,507,492** Public Shares were redeemed for approximately **$90.2 million**[156](index=156&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Addresses the company's exposure to market risks, specifically interest rate risk from trust account investments - The net proceeds in the Trust Account are invested in short-term U.S. government treasury bills, notes, or bonds with maturities of 185 days or less, or in money market funds investing solely in U.S. treasuries[157](index=157&type=chunk) - Due to the short-term nature of these investments, the company does not believe there is a material exposure to interest rate risk[157](index=157&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Details evaluation of disclosure controls and procedures and information on internal controls over financial reporting [Evaluation of Disclosure Controls and Procedures](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Concludes on the effectiveness of the company's disclosure controls and procedures as of June 30, 2023 - Management concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2023[159](index=159&type=chunk) [Management's Report on Internal Controls over Financial Reporting](index=29&type=section&id=Management%27s%20Report%20on%20Internal%20Controls%20over%20Financial%20Reporting) Explains the absence of a management's assessment or attestation report due to transition period - This report does not include a management's assessment or an attestation report from the public accounting firm regarding internal control over financial reporting, due to a transition period for newly public companies[161](index=161&type=chunk) [Changes in Internal Control over Financial Reporting](index=29&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) States no material changes occurred in internal control over financial reporting during the quarter - There were no changes in internal control over financial reporting during the fiscal quarter ended June 30, 2023, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[162](index=162&type=chunk) [PART II - OTHER INFORMATION](index=30&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) Provides additional information on legal proceedings, risk factors, equity sales, and other disclosures [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) Confirms the absence of any pending or contemplated legal proceedings against the company or its officers and directors - There is no litigation currently pending or contemplated against the company, its officers, or directors[165](index=165&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) Outlines material risks, uncertainties, and factors impacting the company, especially regarding business combination completion - Key risks include the inability to realize anticipated benefits of an initial Business Combination, potential unanticipated expenses or delays, challenges in selecting a suitable target business within the prescribed timeframe, and difficulties in obtaining additional financing[166](index=166&type=chunk) - Other risks involve potential conflicts of interest among officers and directors, the possibility of Trust Account funds not being protected against third-party claims or bankruptcy, and the impact of changes in laws or regulations[166](index=166&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details unregistered equity sales and explains use of public offering proceeds and trust account allocations [Unregistered Sales of Equity Securities](index=31&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) Details the private placement of units to the Sponsor and the gross proceeds generated - On November 3, 2021, the company consummated the Private Placement of **472,700** Private Placement Units to its Sponsor at **$10.00** per Unit, generating gross proceeds of **$4,727,000**, pursuant to an exemption from registration[167](index=167&type=chunk) [Use of Proceeds from the Public Offering](index=31&type=section&id=Use%20of%20Proceeds%20from%20the%20Public%20Offering) Explains the allocation of IPO proceeds to the Trust Account and for operational expenses and extensions - The Initial Public Offering generated gross proceeds of **$101,200,000**, with **$102,718,000** placed in the Trust Account, after accounting for underwriting discounts and other offering costs[169](index=169&type=chunk)[170](index=170&type=chunk)[172](index=172&type=chunk) - The Sponsor has made multiple deposits into the Trust Account to extend the Business Combination deadline, with the current deadline being September 3, 2023, extendable to November 3, 2023[174](index=174&type=chunk) - As of June 30, 2023, the company had **$191,578** in cash on its balance sheet and a working capital of **$9,602,334**[175](index=175&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) States that the company has not experienced any defaults upon senior securities - There are no defaults upon senior securities[176](index=176&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Indicates that mine safety disclosures are not applicable to the company - Mine Safety Disclosures are not applicable[177](index=177&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) States that there is no other information to report - No other information is reported in this section[177](index=177&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q - Exhibits include the First Amendment to the Amended and Restated Certificate of Incorporation, Amendment No. 1 to Investment Management Trust Agreement, and certifications from the Principal Executive and Financial Officers[179](index=179&type=chunk)

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 31, 2023 ☐ 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 oth ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | 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 ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed financial statements and notes covering organization, accounting, IPO, private placement, related parties, commitments, and equity structure [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | Metric | June 30, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--------------------------------- | :-------------------------- | :-------------------------- | | Cash | $65,640 | $499,301 | | Cash and Marketable Securities held in trust account | $102,874,692 | $102,725,633 | | Total Assets | $102,968,486 | $103,263,034 | | Total Liabilities | $3,643,925 | $3,666,376 | | Total Shareholders' Deficit | $(3,393,439) | $(3,121,342) | [Unaudited Condensed Statement of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :------------------------------------------ | :------------------------------- | :----------------------------- | | Formation and operating costs | $(225,785) | $(390,231) | | Franchise Tax | $(30,924) | $(30,924) | | Loss from Operations | $(256,709) | $(421,155) | | Interest earned on marketable securities held in trust account | $138,714 | $149,059 | | Net Loss | $(117,995) | $(272,097) | | Basic and diluted net loss per Class A common stock | $(0.01) | $(0.02) | | Basic and diluted net loss per Class B common stock | $(0.02) | $(0.03) | [Unaudited Condensed Statement of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Stockholders%27%20Deficit) | Metric | December 31, 2021 Balance | March 31, 2022 Balance | June 30, 2022 Balance | | :-------------------------- | :------------------------ | :--------------------- | :-------------------- | | Total Stockholders' Deficit | $(3,121,342) | $(3,393,444) | $(3,393,439) | | Net loss (Q1 2022) | - | $(154,102) | - | | Net loss (Q2 2022) | - | - | $(117,995) | [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) | Metric | Six Months Ended June 30, 2022 | | :------------------------------------------ | :----------------------------- | | Net loss | $(272,097) | | Interest earned on marketable securities held in Trust Account | $(149,059) | | Net cash used in operating activities | $(433,661) | | Net change in cash | $(433,661) | | Cash at the beginning of the period | $499,301 | | Cash at the end of the period | $65,640 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) - **Vision Sensing Acquisition Corp.** was incorporated on **August 13, 2021**, as a **blank check company** to effect a **business combination**[20](index=20&type=chunk) - The **Initial Public Offering** (**IPO**) on **November 3, 2021**, generated **$88,000,000** from **8,800,000** units, with an additional **$13,200,000** from the full exercise of the over-allotment option[23](index=23&type=chunk)[25](index=25&type=chunk) - A total of **$102,718,000** from the **IPO** and **private placements** was deposited into a **Trust Account**, to be invested in **U.S. government securities** or **money market funds**[27](index=27&type=chunk) - The company has until **November 3, 2022** (with potential extensions up to **May 3, 2023**) to consummate a **Business Combination**, after which it will liquidate and redeem public shares[34](index=34&type=chunk) - As of **June 30, 2022**, the company had **$65,640** in **cash** outside the **Trust Account** and a **working capital deficit** of **$8,131**[29](index=29&type=chunk) - Management is evaluating the potential negative effects of the **COVID-19 pandemic** and the **Russia-Ukraine conflict** on the company's **financial position** and ability to complete a **Business Combination**[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - The **financial statements** are prepared in accordance with **U.S. GAAP** and **SEC rules**[41](index=41&type=chunk) - The company is an "**emerging growth company**" and has elected not to opt out of the extended transition period for complying with new or revised **financial accounting standards**[42](index=42&type=chunk)[43](index=43&type=chunk) - As of **June 30, 2022**, **cash** was **$65,640**, and the **Trust Account balance** was **$102,874,692**, primarily held in **mutual funds**[48](index=48&type=chunk)[49](index=49&type=chunk) - **Class A common stock** subject to possible redemption (**10,120,000** shares) is classified as **temporary equity** and adjusted to its redemption value (**$10.15** per share) at each reporting period[55](index=55&type=chunk)[56](index=56&type=chunk) - **Net loss** per share is calculated using the **two-class method** for **redeemable Class A** and **non-redeemable Class B common stock**[59](index=59&type=chunk) | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :------------------------------------------ | :------------------------------- | :----------------------------- | | Net loss allocable to Class A common stock | $(68,502) | $(190,900) | | Basic and diluted net loss per redeemable Class A common stock | $(0.01) | $(0.02) | | Net loss allocable to non-redeemable Class B common stock | $(49,492) | $(81,197) | | Basic and diluted net loss per Class B common stock | $(0.02) | $(0.03) | [Note 3 — Initial Public Offering](index=16&type=section&id=Note%203%20%E2%80%94Initial%20Public%20Offering) - The **Initial Public Offering** involved the sale of **10,120,000** Units at **$10.00** per Unit, generating **gross proceeds** of **$101,200,000**[68](index=68&type=chunk) - Each Unit consisted of one **ordinary share** and three-quarters of one **redeemable warrant**, with each whole warrant exercisable for one **ordinary share** at **$11.50**[68](index=68&type=chunk) [Note 4 — Private Placement](index=16&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) - The company consummated a **private placement** of **472,700** units to **Vision Sensing LLC (the Sponsor)** at **$10.00** per unit, generating **gross proceeds** of **$4,727,000**[69](index=69&type=chunk) - Proceeds from the **Private Placement Units** were added to the **Trust Account**; these units will be **worthless** if a **Business Combination** is not completed[70](index=70&type=chunk) - **Private Placement Warrants** are subject to **transfer restrictions** until **30 days** after the completion of an **Initial Business Combination**[71](index=71&type=chunk) [Note 5 — Related Party Transactions](index=16&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) - The **Sponsor** purchased **2,530,000 Class B ordinary shares** (**Founder Shares**) for **$25,000**, representing approximately **20%** of outstanding shares post-**IPO**, subject to lock-up provisions[72](index=72&type=chunk)[73](index=73&type=chunk) - An **unsecured promissory note** from the **Sponsor** for up to **$300,000** was **fully repaid** on **November 8, 2021**[76](index=76&type=chunk) - The **Sponsor** or affiliates may provide **Working Capital Loans**, repayable without interest upon **Business Combination** or convertible into units[77](index=77&type=chunk) - The **Sponsor** deposited **$1,518,000** into the **trust account**[78](index=78&type=chunk) - The company pays the **Sponsor** **$10,000** per month for **administrative support**; **$80,000** was recorded as an expense through **June 30, 2022**[81](index=81&type=chunk) [Note 6 — Commitments and Contingencies](index=18&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) - Holders of **Founder Shares**, **Private Placement Units**, and certain warrants are entitled to **registration rights**[82](index=82&type=chunk) - Underwriters received a **cash underwriting discount** of **$2,024,000** and are entitled to a **deferred fee** of **$3,542,000**, payable upon completion of a **Business Combination**[84](index=84&type=chunk) [Note 7 – Stockholders' Equity](index=19&type=section&id=Note%207%20%E2%80%93%20Stockholders%27%20Equity) - The company is authorized to issue **1,000,000** shares of **preferred stock** (none issued), **100,000,000** shares of **Class A common stock** (**472,700** issued/outstanding excluding redeemable shares), and **10,000,000** shares of **Class B common stock** (**2,530,000** issued/outstanding)[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - **Class B common stock** holders have **exclusive voting rights** for director elections prior to a **Business Combination** and convert to **Class A shares** on a **one-for-one basis** (subject to adjustment) upon **Business Combination**[91](index=91&type=chunk)[92](index=92&type=chunk) - **Public Warrants** become exercisable **30 days** after a **Business Combination** or **12 months** from **IPO closing**, expire five years after a **Business Combination**, and are **redeemable by the company** if **Class A common stock price** equals or exceeds **$18.00**[93](index=93&type=chunk)[97](index=97&type=chunk) - **Private Placement Warrants** are identical to **Public Warrants** but are **not redeemable by the company** and have **transfer restrictions** for the **Sponsor** or its permitted transferees[99](index=99&type=chunk)[134](index=134&type=chunk) [Note 8 – Subsequent Events](index=20&type=section&id=Note%208%20%E2%80%93%20Subsequent%20Events) - Management has evaluated all events up to the **financial statement** issuance date and identified **no subsequent events** requiring **adjustment or disclosure**[100](index=100&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses the company's blank check status, financial performance, liquidity, capital resources, net loss, IPO/private placement reliance, and financing needs [Overview](index=21&type=section&id=Overview) - The company is a **blank check company** formed to effect a **business combination**, utilizing **cash** from its **public offering** and **private placement**, or a combination of **cash**, stock, and debt[103](index=103&type=chunk) - Issuing additional shares for a **business combination** may **dilute equity**, **subordinate rights**, cause a **change in control**, or **adversely affect market prices**[104](index=104&type=chunk) - Incurring **significant debt** could **lead to default**, **acceleration of obligations**, **inability to obtain additional financing**, and **limitations on cash flow and business flexibility**[105](index=105&type=chunk)[108](index=108&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) - The company has **not engaged in operations or generated revenues to date**, with activities focused on **organizational tasks**, **IPO preparation**, and identifying a **target company**[106](index=106&type=chunk) - For the period from inception (**August 13, 2021**) through **June 30, 2022**, the company reported a **net loss** of **$625,415**[107](index=107&type=chunk) - The **net loss** consisted of **$673,873** in **formation and operating costs**, **$108,234** in **franchise tax**, offset by **$156,692** in **interest earned on investments**[107](index=107&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) - The company consummated an **IPO** of **10,120,000** Units at **$10.00** per Unit, generating **gross proceeds** of **$101,200,000**, and a **private placement** of **472,700** units for **$4,727,000**[109](index=109&type=chunk) - As of **June 30, 2022**, **$102,874,692** was held in the **Trust Account** for the **initial Business Combination**, and **$65,640** in **cash** was held outside the **Trust Account** for **working capital**[111](index=111&type=chunk)[112](index=112&type=chunk) - **Cash used in operating activities** from inception through **June 30, 2022**, was **$708,336**[110](index=110&type=chunk) - The **Sponsor** or affiliates may provide **Working Capital Loans** to finance **transaction costs**, which may be repaid or converted into units[113](index=113&type=chunk) - Additional **financing** may be required if funds are insufficient for a **Business Combination** or due to significant **public share redemptions**[115](index=115&type=chunk) [Off-Balance Sheet Financing Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) - The company has **no off-balance sheet arrangements**, **special purpose entities**, **guaranteed debt**, or **commitments of other entities**[116](index=116&type=chunk)[117](index=117&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) - The company has **no long-term debt**, **capital lease**, or **operating lease obligations**[118](index=118&type=chunk) - Contractual obligations include a monthly **administrative fee** of **$10,000** to the **Sponsor** and a **deferred underwriting fee** of **$3,542,000**, payable upon completion of a **Business Combination**[118](index=118&type=chunk)[119](index=119&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, market risk disclosures are limited; Trust Account investments in short-term U.S. government securities have no material interest rate risk - As a **smaller reporting company**, extensive **market risk disclosures** are **not required**[120](index=120&type=chunk) - Proceeds in the **Trust Account** are invested in **short-term U.S. government treasury bills, notes, or bonds** (maturity of **185 days** or less) or **money market funds**[120](index=120&type=chunk) - Due to the short-term nature of these investments, the company believes there is **no material exposure to interest rate risk**[120](index=120&type=chunk) [Item 4. Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Evaluates disclosure controls and procedures, concluding effectiveness as of June 30, 2022, with no material changes in internal control during the quarter [Evaluation of Disclosure Controls and Procedures](index=24&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management, including the **principal executive officer** and **principal financial and accounting officer**, evaluated the **effectiveness** of **disclosure controls and procedures** as of **June 30, 2022**[123](index=123&type=chunk) - Based on this evaluation, **disclosure controls and procedures** were concluded to be **effective** at a **reasonable assurance level**[123](index=123&type=chunk) [Changes in Internal Control over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - **No changes** in **internal control over financial reporting** occurred during the **fiscal quarter** ended **June 30, 2022**, that **materially affected**, or are **reasonably likely to materially affect**, **internal control over financial reporting**[124](index=124&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company reports **no legal proceedings**[126](index=126&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) Updates risk factors, addressing geopolitical conditions and new SEC proposed rules for SPACs, impacting business combination search and completion - **Geopolitical conditions**, specifically the **Russia-Ukraine conflict** and related **sanctions**, may **materially and adversely affect** the company's search for a **Business Combination** and the operations of any **target business**[128](index=128&type=chunk)[129](index=129&type=chunk) - Changes in **laws or regulations**, particularly the **SEC's proposed rules relating to SPACs** issued on **March 30, 2022**, may **increase costs, time, and constrain the circumstances** for completing an **initial business combination**[130](index=130&type=chunk)[131](index=131&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details unregistered equity sales to the Sponsor and outlines IPO proceeds use, including Trust Account allocation and underwriting costs [Unregistered Sales of Equity Securities](index=27&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) - On **November 3, 2021**, the company completed a **private placement** of **472,700** units to **Vision Sensing LLC (Sponsor)** at **$10.00** per unit, generating **gross proceeds** of **$4,727,000**[132](index=132&type=chunk) - The issuance was made pursuant to the **exemption from registration** contained in **Section 4(a)(2) of the Securities Act of 1933**[132](index=132&type=chunk) - **Placement warrants** are **not redeemable by the company**, have **transfer restrictions** for the **Sponsor**, may be exercised on a **cashless basis**, and are entitled to **registration rights**[134](index=134&type=chunk) [Use of Proceeds from the Public Offering](index=28&type=section&id=Use%20of%20Proceeds%20from%20the%20Public%20Offering) - The **Initial Public Offering** generated **gross proceeds** of **$101,200,000** from the sale of **10,120,000** units (including over-allotment option)[135](index=135&type=chunk)[136](index=136&type=chunk) - **$102,718,000** of the **gross proceeds** from the **IPO** and **Private Placement Units** was placed in a **Trust Account**[138](index=138&type=chunk) - The company paid **$2,024,000** in **cash underwriting discounts and commissions** and **$436,024** for **other offering costs**, with an additional **$3,542,000** in **deferred underwriting discounts**[138](index=138&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports **no defaults upon senior securities**[139](index=139&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine Safety Disclosures are not applicable - **Mine Safety Disclosures** are **not applicable**[140](index=140&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) No other information is reported - **No other information is reported**[140](index=140&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed or incorporated by reference into Form 10-Q, including certifications and XBRL documents - The **exhibits** include **certifications** from the **Principal Executive Officer** and **Principal Financial Officer** (**31.1**, **31.2**, **32.1**, **32.2**)[142](index=142&type=chunk) - Various **Inline XBRL Taxonomy Extension Documents** (Instance, Calculation, Schema, Definition, Labels, Presentation) and the **Cover Page Interactive Data File** are also filed[142](index=142&type=chunk)

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Vision Sensing Acquisition Corp.'s unaudited condensed financial statements and explanatory notes for Q1 2022 [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This table provides a snapshot of the company's financial position as of March 31, 2022, and December 31, 2021 | Metric | March 31, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--------------------------------- | :--------------------------- | :-------------------------- | | Cash | $287,425 | $499,301 | | Total Current Assets | $315,579 | $537,401 | | Cash and Marketable Securities in Trust Account | $102,735,977 | $102,725,633 | | Total Assets | $103,051,556 | $103,263,034 | | Total Current Liabilities | $67,000 | $124,376 | | Deferred Underwriter Commission | $3,542,000 | $3,542,000 | | Total Liabilities | $3,609,000 | $3,666,376 | | Class A Common Stock Subject to Redemption | $102,718,000 | $102,718,000 | | Total Shareholders' Deficit | $(3,275,444) | $(3,121,342) | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) This table details the company's financial performance and net loss for the three months ended March 31, 2022 | Metric | For the Three Months Ended March 31, 2022 | | :------------------------------------------ | :---------------------------------------- | | Formation and operating costs | $(164,446) | | Loss from Operations | $(164,446) | | Interest earned on marketable securities held in trust account | $10,344 | | Net Loss | $(154,102) | | Basic and diluted net loss per Class A common stock | $(0.01) | | Basic and diluted net loss per Class B common stock | $(0.01) | [Condensed Statement of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders'%20Deficit) This table outlines changes in the company's stockholders' deficit for the three months ended March 31, 2022 | Metric | Balance – March 31, 2022 (Beginning) | Net Loss | Balance – March 31, 2022 (Ending) | | :----------------------- | :--------------------------------- | :--------- | :------------------------------ | | Total Stockholders' Deficit | $(3,121,342) | $(154,102) | $(3,275,444) | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) This table presents the company's cash inflows and outflows for the three months ended March 31, 2022 | Metric | For the Three Months Ended March 31, 2022 | | :------------------------------------ | :---------------------------------------- | | Net loss | $(154,102) | | Net cash used in operating activities | $(211,876) | | Net change in cash | $(211,876) | | Cash at the beginning of the period | $499,301 | | Cash at the end of the period | $287,425 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed financial statements [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) This note describes the company's formation, business purpose, IPO, private placement, and operational context - Vision Sensing Acquisition Corp. is a Delaware-incorporated blank check company (SPAC) formed on August 13, 2021, for the purpose of effecting a business combination. The company had not commenced operations as of March 31, 2022, and will generate non-operating income from interest on IPO proceeds[20](index=20&type=chunk)[21](index=21&type=chunk) - The company completed its Initial Public Offering (IPO) on November 3, 2021, selling **8,800,000 units** at **$10.00 per unit**, generating **$88,000,000 gross proceeds**. An additional **1,320,000 units** were sold due to the underwriters' over-allotment option, generating **$13,200,000**[23](index=23&type=chunk)[25](index=25&type=chunk) - Simultaneously with the IPO, the company completed a private placement of **426,500 units** to its sponsor, Vision Sensing LLC, at **$10.00 per unit**, generating **$4,265,000**. An additional **46,200 private placement units** were sold with the over-allotment exercise, generating **$462,000**[24](index=24&type=chunk)[26](index=26&type=chunk) - A total of **$102,718,000** from the IPO and private placements, net of underwriting commissions and offering expenses, was deposited into a Trust Account. As of March 31, 2022, the company had **$287,425** in cash outside the Trust Account for working capital[27](index=27&type=chunk)[29](index=29&type=chunk) - The company has until **November 3, 2022** (or up to **May 3, 2023**, with extensions) to consummate a Business Combination. Failure to do so will result in the redemption of public shares and liquidation[34](index=34&type=chunk) - Management has re-evaluated liquidity post-IPO and determined sufficient capital exists to sustain operations through the earlier of a Business Combination or one year from filing, alleviating substantial doubt[38](index=38&type=chunk) - The company is evaluating the impact of the COVID-19 pandemic and the military action in Ukraine (February 2022) on its financial position and ability to consummate a Business Combination, noting the specific impact is not yet determinable[39](index=39&type=chunk)[40](index=40&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and policies applied in preparing the financial statements - The financial statements are prepared in accordance with U.S. GAAP and SEC rules. The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - As of March 31, 2022, the company had **$287,425** in cash and **$102,735,977** in marketable securities held in the Trust Account, primarily in mutual funds[48](index=48&type=chunk)[49](index=49&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity in accordance with ASC 480, with changes in redemption value recognized immediately. As of March 31, 2022, **10,120,000 shares** of Class A Common Stock were subject to possible redemption at **$10.15 per share**[55](index=55&type=chunk)[56](index=56&type=chunk) - Net loss per share for Class A and Class B common stock was **$(0.01)** for the three months ended March 31, 2022[62](index=62&type=chunk) - Offering costs associated with derivative warrant liabilities are expensed as incurred, while those for Class A common stock are charged to stockholders' equity upon IPO completion[63](index=63&type=chunk) - The company uses a three-tier fair value hierarchy (Level 1, 2, 3) for financial instruments, prioritizing observable inputs[64](index=64&type=chunk) [Note 3 —Initial Public Offering](index=16&type=section&id=Note%203%20%E2%80%94Initial%20Public%20Offering) This note details the terms and proceeds of the company's Initial Public Offering - The Initial Public Offering involved the sale of **10,120,000 Units** at **$10.00 per Unit**, generating **$101,200,000 gross proceeds**. Each Unit included one ordinary share and three-quarters of one redeemable warrant, exercisable at **$11.50 per whole share**[69](index=69&type=chunk) [Note 4 — Private Placement](index=16&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note describes the private placement of units to the Sponsor and related terms - The company sold **472,700 Private Placement Units** to Vision Sensing LLC (the Sponsor) at **$10.00 per unit**, generating **$4,727,000**. Proceeds from these units held in the Trust Account will fund public share redemption if a Business Combination is not completed[70](index=70&type=chunk)[71](index=71&type=chunk) - Private Placement Warrants are subject to transfer restrictions until **30 days** after a Business Combination[72](index=72&type

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ 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 | | --- | --- | | ...