Core Points - Vision Sensing Acquisition Corp. (VSAC) has mutually agreed to terminate its merger agreement with Mediforum Co., Ltd. due to the inability to complete the transaction within a reasonable timeframe [2] - VSAC has entered into a non-binding letter of intent with Convergence CT, Inc. (CCT) to pursue a business combination, where VSAC will acquire 100% of CCT's outstanding equity [3][4] - The total consideration for CCT's shareholders in the business combination is set at US$135 million, with an initial payment of US$110 million and additional earn-out shares based on performance [7][8] Company Overview - Convergence CT, Inc. specializes in smart hospital information systems and optimizing hospital workflows through proprietary technology, IoT, and AI integration [4][11] - CCT has over 20 years of experience in healthcare data integration, providing valuable global health insights to healthcare providers, life sciences companies, payers, and governments [4][11] - The management team of CCT is expected to continue leading the combined company post-transaction, which will trade on NASDAQ under a new ticker symbol [4][6] Transaction Details - The business combination will involve the formation of a new company in an offshore jurisdiction, which will serve as the publicly traded holding company for the combined entity [6] - The transaction is subject to customary closing conditions, including PCAOB-approved audits for CCT for the fiscal years ending December 31, 2022, and 2023 [10] - The initial board of directors for the surviving entity will consist of five directors, with a majority required to be independent under NASDAQ rules [9]
Vision Sensing Acquisition Corp. Announces Letter of Intent with Convergence CT, Inc.