Vision Sensing Acquisition (VSAC) - 2022 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements This section presents Vision Sensing Acquisition Corp.'s unaudited condensed financial statements and explanatory notes for Q1 2022 Condensed Balance Sheets 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 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 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 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 This section provides detailed explanations and disclosures supporting the condensed financial statements Note 1 — Description of Organization and Business Operations 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][21] - 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][25] - 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][26] - 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][29] - 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] - 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] - 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][40] Note 2 — Summary of Significant Accounting Policies 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][42][43] - 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][49] - 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][56] - Net loss per share for Class A and Class B common stock was $(0.01) for the three months ended March 31, 2022[62] - 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] - The company uses a three-tier fair value hierarchy (Level 1, 2, 3) for financial instruments, prioritizing observable inputs[64] Note 3 —Initial Public Offering 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] Note 4 — Private Placement 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][71] - Private Placement Warrants are subject to transfer restrictions until 30 days after a Business Combination[72](index=72&type