UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRELIMINARY SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Vision Sensing Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

VISION SENSING ACQUISITION CORP.

10 E. 53^rd53rd Street, Suite 3001

New York, NY 10022

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT 8:ON APRIL 30, AM EASTERN TIME ON OCTOBER 20, 20232024

TO THE STOCKHOLDERS OF VISION SENSING ACQUISITION CORP.:

You are cordially invited to attend the Special2024 Annual Meeting, which we refer to as the “SpecialAnnual Meeting,” of stockholders of Vision Sensing Acquisition Corp., which we refer to as “we,” “us,” “our,” “VSAC” or the “Company,” to be held at 8:30 am9:00 a.m. Eastern Time on October 20, 2023.April 30, 2024.

The SpecialAnnual Meeting will be conducted via live webcast. You will be able to attend the SpecialAnnual Meeting online, to vote and submit your questions during the SpecialAnnual Meeting by visiting https://www.cstproxy.com/visionsensing/sm2023.2024. To access the virtual online SpecialAnnual Meeting, you will need your 12-digit control number to vote electronically at the SpecialAnnual Meeting. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. The virtual meeting format allows attendance from any location in the world.

Even if you are planning on attending the Annual Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Annual Meeting. Instructions on voting your shares are on the proxy materials you received for the Annual Meeting. Even if you plan to attend the Annual Meeting online, it is strongly recommended you complete and return your proxy card before the Annual Meeting date, to ensure that your shares will be represented at the Annual Meeting if you are unable to attend.

The accompanying proxy statement, (thewhich we refer to as the “Proxy Statement,”) is dated October [3]April [●], 20232024, and is first being mailed to stockholders of the Company on or about October [4]April [●], 2023.

2024. The sole purpose of the SpecialAnnual Meeting is to consider and vote upon the following three proposals:

Each ofThe Director Proposal, the Extension AmendmentAuditor Proposal, the Charter Proposals, the Trust Amendment Proposal, and the Adjournment Proposal isare more fully described in the accompanying Proxy Statement.

Approval of the Director Proposal will be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Annual Meeting. In accordance with the Charter, prior to the completion of the Company’s initial business combination, holders of the Class A Common Stock and holders of the Class B Common Stock (the “Founder Shares”), voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders.

Approval of the Founder Share Amendment Proposal requires the affirmative vote of both (x) holders of a majority of the of outstanding share of VSAC Common Stock voting together as a single class and (y) holders of a majority of the outstanding shares of VSAC Class B Common Stock voting as a separate class. Since the Class B Common Stock represents a majority of both the Class A Common Stock and the Class B Common Stock voting together as a single class and the Sponsor, which holds all of the Class B Common Stock, and all of our directors and officers are expected to vote any common stock over which they have voting control, we expect the Founder Share Amendment Proposal to be approved. Upon conversion of the VSAC Class B Common Stock to VSAC Class A Common Stock, such VSAC Class A Common Stock will not be entitled to receive funds from the Trust Account through redemptions or otherwise. Notwithstanding stockholder approval of the Founder Share Amendment Proposal, the VSAC Board will retain the right to abandon and not implement the Founder Share Amendment at any time without any further action by our stockholders.

The affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares and the Class A common stock included in the Private Placement Units, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Stockholder approval of the Extension Amendment and Trust Amendment are required for the implementation of the VSAC Board’s plan to extend the Termination Date by which we must consummate our initial business combination. Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, subject to the terms of the Merger Agreement, the VSAC Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.

Approval of the Auditor Proposal will be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Annual Meeting.

The purpose of the Founder Share Amendment Proposal is to allow the holders of VSAC Class B Common Stock to convert their shares of VSAC Class B Common Stock into shares of VSAC Class A Common Stock, on a one-for-one basis, at any point in time prior to the completion of the Business Combination with Mediforum (each as defined below). Such conversions would give VSAC flexibility to regain compliance with Nasdaq under the MVLS Requirement.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal is to allow us additional time to complete our previously announced business combination (the “Business Combination”) with Newsight ImagingMediforum Co. Ltd., a registered company organized under the laws of the StateRepublic of IsraelKorea (“NewsightMediforum”). On January 12, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mediforum. Pursuant to the terms of the Merger Agreement (i) a new British Virgin Islands business company (“PubCo”), (ii) a British Virgin Islands company and Newsight a wholly owned direct subsidiary of PubCo (“Merger Sub 1”), and (iii) a Delaware corporationlimited 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 Merger Agreement, including, without limitation, (a) the merger of Merger Sub 1 with and into the BVI Company (as defined below), with the BVI Company surviving such merger as a wholly owned subsidiary of Newsight (“PubCo (the “Initial Merger Sub”). On August 30, 2022, VSAC entered into a business combination agreement with Newsight, and (b) the merger of Merger Sub Inc., which was amended by Amendment No. 1 thereto on January 13, 2023,2 with and Amendment No. 2 thereto on January 29, 2023 (as it may be further amended,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 “Business Combination AgreementMergers”). Pursuant to the Business Combination Agreement, Merger Sub will merge, and together with and into VSAC, with VSAC surviving the merger. As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business CombinationMerger Agreement (theand the other agreements contemplated thereby, the “Transactions”), VSAC. Prior to the closing of the Merger Agreement, Mediforum will become a wholly owned subsidiary of Newsight, withrestructure and redomesticate to the securityholders of VSAC becoming securityholders of Newsight.British Virgin Islands (the “BVI Company”).

Pursuant to the Existing Company Charter, the Company currently has until NovemberMay 3, 2023,2024, to complete its initial business combination. While we and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Business Combination, including the filing by Newsight on December 8, 2022 of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission relating to the Business Combination and Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023, respectively (as it may be further amended, the “Registration Statement”) , our board of directors (the “VSAC Board”) believes that there mayis not be sufficient time before NovemberMay 3, 20232024 to consummate the closing of the Business Combination.

If the Extension Amendment and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period in which the Company must complete the Initial Business Combinationits initial business combination up to six more times, each by an additional one month for an aggregate of up to six additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior to (i) in the case of the first such extension, the deadline for the Company to consummate a Business Combination prior to such extension, or the next business day if such deadline is not a business day and (ii) for each subsequent extension, the last day of the immediately preceding extension for each such extension, or the next business day if such last day is not a business day (each a “Deadline Date”), into the Trust Fund 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 extension.

The VSAC Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the business combination and to reduce our cost to extend the Termination Date to the Extended Deadline.Business Combination. Without the Extension, the Company believes that the Company will not be able to complete the business combinationBusiness Combination on or beforeBefore the Termination Date. If that were to occur, the Company would be precluded from completing the business combinationBusiness Combination and would be forced to liquidate.

Without the Extension, we cannot obtain an extension by any other means because we have already requested and received the six 1-month extensions to the Termination Date made available under the Existing Company Charter. The cost of each such 1-month extension was $72,562.86 or $0.045$60,000 per month per public share for the 1,612,508 public shares.

We are pleased to utilize the virtual stockholder meeting technology to provide ready access, safety and cost savings for our stockholders and the Company. The online meeting format allows attendance from any location in the world.month.

Even if you are planning to attend the Special Meeting in person (via live webcast), please promptly submit your proxy vote by telephone or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their publicly traded shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable), divided by the number of shares of then outstanding Class A common stock included as part of the units sold in the IPO (the “public shares”), which election we refer to as the “Redemption Election.”

A Redemption Election can be made regardless of whether such public stockholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and a Redemption Election can also be made by public stockholders (the “public stockholders”) who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Holders of public shares may make a Redemption Election regardless of whether such public stockholders were holders as of the record date.

Public stockholders who do not make the Redemption Election would be entitled to have their shares redeemed for cash if we have not completed a business combination by the Extended Deadline. In addition, regardless of whether public stockholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting, if the Extension Amendment is implemented and a public stockholder does not make a Redemption Election, they will retain the right to vote on any proposed business combination in the future and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event any proposed business combination is completed.

You are not being asked to vote on a business combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider a business combination, you will retain the right to vote on a business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Extended Deadline.

Based upon the amount in the Trust Account as of the record date for the Special Meeting, which was approximately $18.0 million, and after expected withdrawals of approximately $243,400 to pay estimated U.S. federal income taxes and Delaware franchise taxes, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $11.01 at the time of the Special Meeting. The closing price of the public shares on Nasdaq on [●], the most recent practicable closing price prior to the mailing of this Proxy Statement, was $[●]. We cannot assure stockholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such stockholders wish to sell their shares.

TO DEMAND REDEMPTION, BEFORE 5:00 P.M. EASTERN TIME ON OCTOBER 18, 2023 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY IN ORDER TO VALIDLY REDEEM ITS SHARES.

The purpose of the Trust Amendment is to amend the Trust Agreement to conform the procedures in the Trust Agreement by which the Company may extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination by November 3, 2023 from that date to May 3, 2024 (or such earlier date after November 3, 2023 as determined by the VSAC Board).

If the Extension Amendment Proposal and the Trust Amendment Proposal are notNOT approved and we do not consummate a business combination by NovemberMay 3, 2023,2024, as contemplated by our IPO prospectus and in accordance with the Existing Company Charter, we 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 subject to lawfully available funds therefor, redeem 100% of the public sharesPublic Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses as provided in our registration statement), by (B) the total number of then outstanding public shares,Public Shares, which redemption will completely extinguish rights of public 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 the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up.

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Annual Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Director Proposal and the Auditor Proposal.

In connection with the Extension Amendment Proposal, holders of the Public Shares (the “Public Stockholders”) may elect to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable), divided by the number of Public Shares then outstanding, which election we refer to as the “Redemption Election.”

A Redemption Election can be made regardless of whether such Public Stockholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and a Redemption Election can also be made by Public Stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Annual Meeting. Holders of Public Shares may make a Redemption Election regardless of whether such Public Stockholders were holders as of the Record Date.

Public Stockholders who do not make the Redemption Election would be entitled to have their shares redeemed for cash if we have not completed a business combination by the Extended Deadline. In addition, regardless of whether Public Stockholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Annual Meeting, if the Extension Amendment is implemented and a Public Stockholder does not make a Redemption Election, they will retain the right to vote on any proposed business combination in the future and the right to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, in the event any proposed business combination is completed.

You are not being asked to vote on a business combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your Public Shares, provided that you are a stockholder on the Record Date for a meeting to consider a business combination, you will retain the right to vote on a business combination when it is submitted to stockholders and the right to redeem your Public Shares for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Extended Deadline.

Based upon the amount in the Trust Account as of the Record Date for the Annual Meeting, which was approximately $[●] million, we anticipate that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $[●] at the time of the Annual Meeting. The closing price of the Public Shares on Nasdaq on [●], the most recent practicable closing price prior to the mailing of this Proxy Statement, was $[●]. We cannot assure stockholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such stockholders wish to sell their shares.

TO DEMAND REDEMPTION, BEFORE 5:00 P.M. EASTERN TIME ON APRIL 26, 2024 (TWO BUSINESS DAYS BEFORE THE ANNUAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY IN ORDER TO VALIDLY REDEEM ITS SHARES.

Our sponsor, Vision Sensing, LLC, a Delaware limited liability company (the “Sponsor”) owns all 2,530,000 outstanding shares of our Class B common stock (the “Founder Shares”) that were issued to the Sponsor prior to our initial public offering that closed on November 3, 2021 (the “IPO”), and 472,700 private placement units (the “Private Placement Units,”) that were purchased by the Sponsor in a private placement that closed simultaneously with the closing of the IPO. Prior to the IPO, our Sponsor issued to each of our five directors and executive officers a service member membership interest in the Sponsor in consideration for services to be provided to the Sponsor and/or us characterized as corresponding to a ratable share of our Class B common stock held by the Sponsor that will entitle him, if a business combination of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares pursuant to the terms of the Sponsor’s operating agreement. The ratable shares of George Sobek, our PresidentChairman and Chief Executive Officer and one of our directors, Hang Kon Louis Ma, our Chief Financial Officer and one of our directors, and our independent directors Joseph Magen, William Welser IV and Garry Stein are, respectively, 115,000, 30,000, 20,000, 20,000 and 90,000 shares of the Company’s Class B common stock. In the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.

The affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares and the Class A common stock included in the Private Placement Units, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Stockholder approval of the Extension Amendment and Trust Amendment are required for the implementation of the VSAC Board’s plan to extend the Termination Date by which we must consummate our initial business combination. Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, subject to the terms of the Merger Agreement, the VSAC Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (via live webcast) or by proxy at the Special Meeting.

The VSACOur Board has fixed the close of business on September 21, 2023April 9, 2024 as the record date for determining the Company stockholders entitled to receive notice of and vote at the SpecialAnnual Meeting and any adjournment thereof. Only holders of record of the Company’s shares of common stock on that date are entitled to have their votes counted at the SpecialAnnual Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the VSAC Board has determined that the Extension AmendmentDirector Proposal, the Trust AmendmentAuditor Proposal, and, if presented, the Adjournment Proposal are advisable and in the best interests of VSAC and recommends that VSAC stockholdersyou vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal, and “FOR” the Adjournment Proposal, if presented.such proposals.

Under the Existing Company Charter, no other business may be transacted at the Special Meeting other than that set out in this notice.

Enclosed is the Proxy Statement containing detailed information concerning the Extension AmendmentDirector Proposal, the Auditor Proposal, the Charter Proposals, the Trust Amendment Proposal, the Adjournment Proposal, and the SpecialAnnual Meeting. Whether or not you plan to attend the SpecialAnnual Meeting, we urge you to read this material carefully and vote your common stock.shares.

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the SpecialAnnual Meeting. If you are a stockholder of record, you may also cast your vote in person (via live webcast)online at the SpecialAnnual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person (via live webcast)online at the SpecialAnnual Meeting by obtaining a proxy from your brokerage firm or bank. Your presence (via live webcast) or by proxy representation will count towards the quorum requirement but your failure to vote or to instruct your broker or bank how to vote will mean that your common stockhave the same effect as voting “AGAINST” the Director Proposal and the Auditor Proposal, and an abstention will not be countedhave the same effect as a vote cast atvoting “AGAINST” the Special Meeting.Director Proposal and the Auditor Proposal.

Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting of Stockholders to be held on October 20, 2023: April 30, 2024: This notice of the Special Meetingmeeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/visionsensing/sm2023.2024.

TABLE OF CONTENTS

VISION SENSING ACQUISITION CORP.

10 E. 53^rd53rd Street, Suite 3001

New York, NY 10022

SPECIALNOTICE OF ANNUAL MEETING OF VISION SENSING ACQUISITION CORP.STOCKHOLDERS

TO BE HELD ON APRIL 30, 2024

To Be Held at 8:30 am Eastern Time on October 20, 2023

PROXY STATEMENT

The SpecialAnnual Meeting, (the “Specialwhich we refer to as the “Annual Meeting,”) of the stockholders of Vision Sensing Acquisition Corp., which we refer to as “we,the “we,” “us,“us,” “our,“our,” “VSAC”“VSAC” or the “Company,“Company,” will be held at 8:30 am9:00 a.m. Eastern Time on October 20, 2023April 30, 2024 via live webcast. You will be able to attend, vote your shares, and submit questions during the Annual Meeting via a live webcast available at https://www.cstproxy.com/visionsensing/sm20232024. To access the virtual online Annual Meeting, you will need your 12-digit control number to vote electronically at the Annual Meeting. The Annual Meeting will be held for the sole purpose of considering and voting upon the following proposals:

The purpose of the Founder Share Amendment Proposal is to allow the holders of VSAC Class B Common Stock to convert their shares of VSAC Class B Common Stock into shares of VSAC Class A Common Stock, on a one-for-one basis, at any point in time prior to the completion of the Business Combination with Mediforum (each as defined below). Such conversions would give VSAC flexibility to regain compliance with Nasdaq under the MVLS Requirement.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal is to allow us additional time to complete our previously announced business combination (the ��“Business Combination”) with Newsight ImagingMediforum Co. Ltd., a registered company organized under the laws of the StateRepublic of IsraelKorea (“NewsightMediforum”). On January 12, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mediforum. Pursuant to the terms of the Merger Agreement (i) a new British Virgin Islands business company (“PubCo”), (ii) a British Virgin Islands company and Newsight a wholly owned direct subsidiary of PubCo (“Merger Sub 1”), and (iii) a Delaware corporationlimited 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 Merger Agreement, including, without limitation, (a) the merger of Merger Sub 1 with and into the BVI Company (as defined below), with the BVI Company surviving such merger as a wholly owned subsidiary of Newsight (“PubCo (the “Initial Merger Sub”). On August 30, 2022, VSAC entered into a business combination agreement with Newsight, and (b) the merger of Merger Sub which was amended by Amendment No. 1 thereto on January 13, 20232 with and Amendment No. 2 thereto on January 29, 2023 (as it may be further amended,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 “Business Combination AgreementMergers”). Pursuant to the Business Combination Agreement, Merger Sub will merge, and together with and into VSAC, with VSAC surviving the merger. As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business CombinationMerger Agreement (theand the other agreements contemplated thereby, the “Transactions”), VSAC. Prior to the closing of the Merger Agreement, Mediforum will become a wholly owned subsidiary of Newsight, withrestructure and redomesticate to the securityholders of VSAC becoming securityholders of Newsight.British Virgin Islands (the “BVI Company”).

Pursuant to the Existing Company Charter, the Company currently has until NovemberMay 3, 20232024, to complete its initial business combination. While we and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Business Combination, including the filing by Newsight on December 8, 2022 of a registration statement on Form F-4 relating to the Business Combination and Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023, respectively (as it may be further amended, the “Registration Statement”), the VSAC Board believes that there mayis not be sufficient time before NovemberMay 3, 20232024 to hold a Special Meeting at which to conduct a vote for the stockholder approvals required in connection with the Business Combination and consummate the closing of the Business Combination.

If the Extension Amendment and the Trust Amendment are approved and implemented, the Company may, but is not obligated to, extend the period in which the Company must complete the Initial Business Combinationits initial business combination up to six more times, each by an additional one month for an aggregate of up to six additional months, provided that the Company or the Sponsor (or any of either of their affiliates or designees) will deposit, on or prior to (i) in the case of the first such extension, the deadline for the Company to consummate a Business Combination prior to such extension, or the next business day if such deadline is not a business day and (ii) for each subsequent extension, the last day of the immediately preceding extension for each such extension, or the next business day if such last day is not a business day (each a “Deadline Date”), into the Trust Fund 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 extension.

The VSAC Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the business combination and to reduce the cost to the Sponsor to fund extensions compared to the cost of the extensions that have been made to date.Business Combination. Without the Extension, the Company believes that the Company will not be able to complete the business combinationBusiness Combination on or beforeBefore the Termination Date. If that were to occur, the Company would be precluded from completing the business combinationBusiness Combination and would be forced to liquidate.

Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extended Deadline. We will not proceed with the Extended Deadline if redemptions of our public sharesPublic Shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and/or the Trust Amendment Proposal.

In connection with the Extension Amendment Proposal, public stockholdersholders of the Public Shares (the “Public Stockholders”) may elect to redeem their public sharesPublic Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the number of shares ofPublic Shares then outstanding, Class A common stock included as part of the units sold in the IPO (the “public shares”), and which election we refer to as the “Redemption Election.”

A Redemption Election can be made regardless of whether such public stockholdersPublic Stockholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and/or the Trust Amendment Proposal and a Redemption Election can also be made by public stockholdersPublic Stockholders who do not vote, or do not instruct their broker or bank how to vote, at the SpecialAnnual Meeting. Holders of public shares (the “public stockholders”)Public Shares may make a Redemption Election regardless of whether such public stockholdersPublic Stockholders were holders as of the record date.Record Date.

Public stockholdersStockholders who do not make the Redemption Election would be entitled to have their shares redeemed for cash if we have not completed a business combination by the Extended Deadline. In addition, regardless of whether public stockholdersPublic Stockholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the SpecialAnnual Meeting, if the Extension Amendment is implemented and a public stockholderPublic Stockholder does not make a Redemption Election, they will retain the right to vote on any proposed business combination in the future and the right to redeem their public sharesPublic Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares,Public Shares, in the event suchany proposed business combination is completed. We are not asking you to vote on any business combination at this time.

The withdrawal of funds from the Trust Account in connection with the Redemption Election will reduce the amount held in the Trust Account following the Redemption Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $18.0$[●] million that was in the Trust Account as of the record dateRecord Date for the Special Meeting. In such event, we may need to obtain additional funds to complete any proposed business combination.

If the Extension Amendment Proposal and the Trust Amendment Proposal are notNOT approved and we do not consummate a business combination by NovemberMay 3, 2023,2024, as contemplated by our IPO prospectus and in accordance with the Existing Company Charter, we will (i) cease all operations except for the purpose of winding up;up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, atPublic Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (less(net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses and which interest shall be net of taxes payable)as provided in our registration statement), divided by (B) the total number of then issued and outstanding public shares,Public Shares, which redemption will completely extinguish public stockholders’ rights asof public 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 ourthe remaining stockholders and our board,the VSAC Board in accordance with applicable law, dissolve and liquidate, and dissolve, subject in each case to ourthe Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Class B common stock (the “Founder Shares”), including Vision Sensing, LLC (our “Sponsor”), will not receive any monies held in the Trust Account as a result of their ownership of Founder Shares.

If the Extension Amendment Proposal is approved, the Company, pursuant to the terms of the Trust Agreement, will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount”, equal to the number of public sharesPublic Shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares,Public Shares, and (ii) deliver to the holders of such redeemed public sharesPublic Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Deadline. Holders of public sharesPublic Shares who do not redeem their public sharesPublic Shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Deadline if the Extension Amendment Proposal is approved.

Our boardBoard has fixed the close of business on September 21, 2023,April 9, 2024, as the record date for determining the Company stockholders entitled to receive notice of and vote at the SpecialAnnual Meeting and any adjournment thereof.thereof (the “Record Date”). Only holders of record of the Company’s shares of common stock on that date are entitled to have their votes counted at the SpecialAnnual Meeting or any adjournment thereof. On the record dateRecord Date of the SpecialAnnual Meeting, there were 4,615,2084,350,765 shares of common stock outstanding, of which 1,612,5081,348,065 were public shares,Public Shares, 2,530,000 were Founder Shares and 427,700 were Class A common shares underlying the private placement units.units (the “Private Placement Shares”). The Founder Shares carry voting rights in connection with the Extension AmendmentDirector Proposal, theAuditor Proposal, Charter Proposals, Trust Amendment Proposal, and the Adjournment Proposal, and we have been informed by our Sponsor, which holds all 2,530,000 Founder Shares and all 427,700 of the Private Placement Shares, that it intends to vote in favor of the Extension AmendmentDirector Proposal, theAuditor Proposal, Charter Proposals, Trust Amendment Proposal, and the Adjournment Proposal. The Company’s warrants do not have voting rights in connection with the Director Proposal, Auditor Proposal, Charter Proposals, Trust Amendment Proposal, and the Adjournment Proposal.

This Proxy Statement contains important information about the SpecialAnnual Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies.proxies from our working capital. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. We have engaged Laurel Hill Advisory Group LLC (“Laurel Hill”), to assist in the solicitation of proxies for the SpecialAnnual Meeting. We have agreed to pay Laurel Hill a fee of $13,500.$13,000. We will also reimburse Laurel Hill for reasonable out-of-pocket expenses and will indemnify Laurel Hill and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

To exercise your redemption rights, you must demand that the Company redeem your public sharesPublic Shares for a pro rata portion of the funds held in the Trust Account and tender your shares to the Company’s transfer agent at least two business days prior to the SpecialAnnual Meeting (or October 18, 2023)(April 26, 2024).. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of the 2,530,000 Founder Shares that were issued to the Sponsor prior to our IPO or the 472,700 Private Placement Units that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of our IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares.Public Shares.

If the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public sharesPublic Shares will be redeemed from cash held in the Trust Account will be approximately $11.01.$[●]. Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $11.01,$[●], plus interest, due to unforeseen claims of creditors.

Under the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. If we are forced to enter an insolvent liquidation, any distributions received by stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some, or all amounts received by our stockholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

This Proxy Statement is dated October [3]April [●], 20232024 and is first being mailed to stockholders on or about October [4]April [●], 2023.2024.

QUESTIONS AND ANSWERS ABOUT THE SPECIALANNUAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement. Delaware General Corporation Law (the “DGCL”),

16, 2024.

		On May 1, 2023, pursuant to a special meeting, we amended our charter,Charter (the “First Charter Amendment”), and in accordance with the amendment, we subsequently extended the date by which the Company has to consummate a business combination from May 3, 202232023 to November 3, 2023, through six one-month extensions (the “First Six Monthly Extensions”). In connection with the First Six Monthly Extensions, the Sponsor deposited f $72,562.86 (representing $0.045 per public share) into the Trust Account for each such extension and we issued to our sponsor a non-interest bearing, unsecured promissory note in that amount (for an aggregate amount of deposits and corresponding notes of $435,377.16). In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay this loan, but no proceeds held in the Trust Account would be used to repay this loan.
		(5)	On October 25, 2023, pursuant to a special meeting, we amended our Charter again (the “Second Charter Amendment”), and in accordance with the amendment, we subsequently extended the date by which the Company has to consummate a business combination from November 3, 2023 to May 3, 2024, through six one-month extensions (the “Second Six Monthly Extensions”). In connection with our entrythe Second Six Monthly Extensions, the Sponsor deposited $60,000 into the Business Combination Agreement,Trust Account for each such extension and we agreedissued to provide Newsight with up to $1 million of bridge financing to fund Newsight’s transaction expensesour sponsor a non-interest bearing, unsecured promissory note in certain circumstances and subject to certain conditions in respect of thethat amount (for an aggregate amount of fundingdeposits and corresponding notes of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight, the CEO of a subsidiary of Newsight and an indirect beneficial owner of 7.39% 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.$360,000). 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 bridgethis loan, from Dr. So, but no proceeds held in the Trust Account would be used to repay our bridge loan from Dr. So.this loan.

	Continental Stock Transfer & Trust Company
	1 State Street Plaza, 30th Floor
	New York, New York 10004-1561
	Attn: SPAC Redemptions
	E-mail: spacredemptions@continentalstock.com

		The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company in order to validly redeem its shares.
What should I do if I receive more than one set of voting materials?		You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares.
Who is paying for this proxy solicitation?		We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor a fee of $13,500.$13,000. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.

	Continental Stock Transfer & Trust Company
	1 State Street, 30th Floor
	New York, New York 10004-1561
	Attention: SPAC Redemptions
	E-mail: spacredemptions@continentalstock.com

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. The forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement.

We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

You should carefully considerWhile forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these risks,and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in addition to the risk factors set forth inany forward-looking statement, please see the section entitled “Risk Factors” in our other filings with the SEC, including the final prospectus on Form 424(b)(4) filed with the SEC related to the IPO dated November 1, 2021 (File No. 333- 258766), the Company’sour Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 24, 2023 and the Company’sour Quarterly Reports on Form 10-Q10Q for the fiscal quarter ended March 31, 2023 filed on May 15, 2023, and for the fiscal quarter ended June 30, 2023 filed on August 28, 2023.2023, and the fiscal quarter ended September 30, 2023, filed on February 7, 2024, and in the other reports we file with the SEC before making a decision to invest in our securities. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). The documents we file with the SEC, including those referred to above, discuss some of the risks that could cause actual results to differ from those contained or implied in the forward-looking statements. See “Where You Can Find More Information” for additional information about our filings.

RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 24, 2023 and our Quarterly Reports on Form 10Q for the fiscal quarter ended March 31, 2023 filed on May 15, 2023, and the fiscal quarter ended June 30, 2023 filed on August 28, 2023, and the fiscal quarter ended September 30, 2023, filed on February 7, 2024, and in the other reports we file with the SEC before making a decision on how to vote on the proposals at the Special Meeting.invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the proposal will enable us to regain compliance with the Nasdaq continued listing criteria and remain listed and complete the Business Combination with Mediforum.

Approving the Founder Share Amendment Proposal involves a number of risks. Even if the proposal is approved, the Company can provide no assurances that the Company will satisfy all of the continued listing requirements of Nasdaq and avoid being delisted or that the Business Combination will be consummated prior to November 3, 2024. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control.

On April 1, 2024, the Company received from Nasdaq a Hearing Memorandum dated March 28, 2024 submitted by the Nasdaq staff to the hearing panel (the “Nasdaq Hearing Memorandum”). The Nasdaq staff recommended to the hearing panel that the panel deny the Company’s appeal of the Nasdaq staff’s delisting determination. The Nasdaq staff took the position that the Company’s compliance plan was too preliminary and will not enable the Company to comply with Nasdaq’s listing requirements.

On April 2, 2024, the Company submitted to the Nasdaq Hearing Advisor the Company’s response to the Nasdaq Hearing Memorandum respectfully but strongly disagreeing with the position of the Nasdaq staff. The Company intends to vigorously contest the delisting determination at the hearing, which is scheduled to be held on April 4, 2024. The Nasdaq Hearing Memorandum indicated that the hearing panel will issue a written decision generally within 30 days of the hearing. The Company believes that it has a sound compliance plan; however, there can be no assurance that the hearing panel will agree and grant the Company an extension to return to compliance with Nasdaq’s continued listing criteria.

If the Founder Share Amendment Proposal is approved, the Company expects to seek shareholder approval of the Business Combination following the SEC declaring a registration statement on Form F-4 or S-4 effective, which will include our preliminary proxy statement/prospectus for the Business Combination (the “Registration Statement”). Neither VSAC nor Mediforum has begun to prepare the Registration Statement or file it, and the Company cannot complete the Business Combination unless the Registration Statement is filed and is declared effective by the SEC. As of the date of this Proxy Statement, the Company cannot estimate when the Registration Statement will be filed, or if or when the SEC will declare it effective.

We will be required to offer stockholders redemption rights in connection with any stockholder vote to approve the Business Combination. Even if the proposals or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all.

Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.

In the event the Founder Share Amendment Proposal is approved, Nasdaq may still delist our securities from trading on its exchange, particularly following any stockholder redemption, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements include, among other things, the MVLS Requirement to comply with Listing Rule 5550(b)(2), requiring the Company to maintain market value of listed securities of at least $35 million for the previous thirty (30) consecutive trading days for continued listing on Nasdaq.

Pursuant to the terms of the Existing Company Charter, in the event the Founder Share Amendment Proposal is effected, we believe the conversion of Class B Common Stock to Class A Common Stock will allow us to satisfy the MVLS Requirement. However, we can provide no assurance that Nasdaq will accept our plan to return to compliance with the Nasdaq continued listing criteria.

We expect that if our Class A Common Stock fails to meet Nasdaq’s continued listing requirements, our units and warrants will also fail to meet Nasdaq’s continued listing requirements for those securities. We cannot assure you that any of our Class A Common Stock, units or warrants will be able to meet any of Nasdaq’s continued listing requirements. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A Common stock, units and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

There are no assurances that the Extension will enable us to complete a business combination.

Approving the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that our initial business combination will be consummated prior to the Extended Deadline. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension is approved, the Company expects to seek stockholder approval of our initial business combination with NewsightMediforum following the filing with the SEC of a Registration Statement under the Securities Act and the SEC declaring the Registration Statement effective, which includes our preliminary proxy statement/prospectus for our initial business combination. TheNeither the Company nor Mediforum has filed with the SEC any Registration Statement has not been declared effective bywith respect to the SEC,proposed Business Combination with Mediforum, and the Company cannot complete the Business Combination unless thean appropriate Registration Statement ishas been filed with and declared effective.effective by the SEC. As of the date of this Proxy Statement, the Company cannot estimate when or if, the SEC will declare thesuch a Registration Statement effective.will be filed.

We are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve the Business Combination. Even if the Extension or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all.

Furthermore, under the terms of the Business Combination Agreement, the Company is required to seek to enter into and consummate subscription agreements with investors relating to a private equity investment and/or backstop arrangements in connection with the transactions (the “PIPE Investment”) contemplated under the proposed Business combination. However, a PIPE Investment is not a condition of closing the Business Combination and thus there is no assurance that a PIPE Investment will occur. Moreover, there is no assurance after any redemptions occur that the Company will be left with sufficient cash to consummate our initial business combination on commercially acceptable terms, or at all.

The fact that we will have separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.

Regulatory delays could cause us to be unable to consummate the Business Combination.

We are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination besides the SEC declaring the Company’s Registration Statement effective. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Because we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to obtain any required regulatory approvals in connection with the Business Combination or to resolve the above-mentioned investigations within the requisite time period may require us to liquidate. If we liquidate, our public stockholdersPublic Stockholders may only receive $11.01$[●] per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

We may be deemed a “foreign person” under U.S. foreign investmentthe regulations which might impose conditionsrelating to Committee on Foreign Investment in the consummation of the Business CombinationUnited States (“CFIUS”) and our failure to obtain any required approvals within the requisite time period may require us to liquidate.

The Company’s Sponsor is Vision Sensing LLC, a Delaware limited liability company. The sponsor currently beneficially owns 3,001,700 shares of our common stock (472,700 shares of Class A Common Stock and 2,530,000 shares of Class B Common Stock). The Sponsor is controlled by one or more non-U.S. persons. While we do believe that our Sponsor may constitute a “foreign person” under rules and regulations of the Committee on Foreign Investment in the United States (“CFIUS”CFIUS”), we do not believe any initial business combination between the Company and a target company would be subject to CFIUS review in view of the asset class in which we seek to complete a business combination.

If, however, our future business combination does fall within the scope of applicable foreign ownership restrictions, we may be unable to consummate the business combination so we may be required to seek other potential targets. The pool of potential targets with which we could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy, which could delay our ability to close our initial business combination within the requisite time period, which means we may be required to liquidate. We could make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the business combination.

Investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R. Parts 800 and 802, as amended, administered by CFIUS.

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).

Any business combination in which we engage may be subject to notification requirements and review by CFIUS or another U.S. governmental agency, and while we do not believe that notification to CFIUS regarding the Business Combination is required, there can be no assurance that CFIUS or another U.S. governmental agency will not choose to review the Business Combination. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and, in the event that CFIUS reviews a business combination or one or more proposed or existing investments by investors, there can be no assurance that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to the transaction or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing VSAC common stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things).

If CFIUS elects to review a business combination, the time necessary to complete such review of the business combination or a decision by CFIUS to prohibit the business combination could prevent us from completing our initial business combination prior to the then applicable Extended Deadline. If we are not able to consummate a business combination by the applicable Extended Deadline, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares,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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,Public Shares, which redemption will completely extinguish public stockholders’Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In addition, if we fail to complete an initial business combination by the applicable Extended Deadline, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless.

The SEC issued proposedrecently adopted new rules to regulate special purpose acquisition companies that if adopted, may increase our costs and the time needed to complete our initial business combination.

With respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022,January 24, 2024, the SEC issued proposedadopted rules (the “SPAC Rule ProposalsRules”) relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and the potential liability of certain participants in proposed business combination transactions; and to the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.transactions. These rules if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

As further described above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

Because the SPAC Rule Proposals have not yet been adopted, thereThere is currently some uncertainty concerning the applicability of the Investment Company Act of 1940 (the “Investment Company Act”) to a SPAC, including a companyCompany like ours, that may not complete its business combination within 12 months after the effective date of the IPO Registration Statement.ours. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect tomay abandon our efforts to complete an initial business combinationBusiness Combination and instead to liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may, at any time, instructinstructed the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cashan interest-bearing demand deposit account until the earlier of the consummation of our initial business combination or our liquidation. As a result followingof the liquidation of securities in the Trust Account, we would likelymay receive minimal interest, if any, on the funds held in the Trust Account, which wouldmay reduce the dollar amount our public stockholdersPublic Stockholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account, have,for the first two years since our initial public offering, beenwere held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, instructwe instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cashan interest-bearing demand deposit account until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation, we wouldwill likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, anythe decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash wouldan interest-bearing demand deposit account may reduce the dollar amount our public stockholdersPublic Stockholders would receive upon any redemption or liquidation of the Company.

In addition, even though we liquidated the securities held in the Trust Account prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may still be deemed to be an investment company. The longer that the funds in the Trust Account arewere held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidatehaving liquidated the securities held in the Trust Account at any time, even prior to the 24-month anniversary and instead holdholding all funds in the Trust Account in cash, which would further reducean interest-bearing demand deposit account, the dollar amount our public stockholdersPublic Stockholders would receive upon any redemption or liquidation of the Company which is consistent with the Extended Deadline sought hereunder to May 3, 2024 by up to six (6) one-month extension elections, as specifically provided herein.may be reduced.

Since the Sponsor and our directors and officers will lose their entire investment in the Companyus if an initial business combination is not completed, they may have a conflict of interest in the approval of the proposals at the SpecialAnnual Meeting.

There will be no distribution from the Trust Account with respect to the Company’s Founder Shares or Private Placement Units or their respective underlying Private Placement Shares or warrants, which warrants will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the 2,530,000 Founder Shares that were issued to the Sponsor prior to our IPO and the 472,700 Private Placement Units that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of our IPO. Such persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination is not consummated. Additionally, such persons can earn a positive rate of return after an initial business combination, even if other holders of our shares experience a negative rate of return, due to the Sponsor having initially purchased the Founder Shares for an aggregate of $25,000. The personal and financial interests of our Sponsor and our directors and officers may have influenced their motivation in identifying and selecting NewsightMediforum for its target business combination and consummating the Business Combination in order to close the Business Combination and therefore may have interests different from, or in addition to, your interests as a stockholder in connection with the proposals at the SpecialAnnual Meeting.

Our Sponsor extended to us the Sponsor Working Capital Loan, which is a line of credit of up to $1,000,000 pursuant to a Convertible Promissory Note dated August 9, 2022 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 Private 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 June 30,December 31, 2023, the amount under the Sponsor Working Capital Loan was $463,800.

$512,303.

On October 28, 2022, we extended the date by which the Company has to consummate a business combination from November 3, 2022 to February 3, 2023 (the “with the First Extension”).Extension. On February 3, 2023, we again extended the date by which the Company has to consummate a business combination from February 3, 2023 to May 3, 2023 (the “with the Second Extension”).Extension. The First Extension and the Second Extension were the two three-month extensions permitted under the original Company Charter prior to the First Amendment thereto. In connection with the First Extension, the Sponsor deposited an aggregate of $1,012,000 (representing $0.10 per public share) into the Trust Account on October 28, 2022 and we issued to our sponsor a non-interest bearing, unsecured promissory note in that amount. In connection with the Second Extension, the Sponsor deposited an aggregate of $1,012,000 (representing $0.10 per public share) into the Trust Account on February 2, 2023 and we issued to our sponsor a non-interest bearing, unsecured promissory note in that amount. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay this loan, but no proceeds held in the Trust Account would be used to repay this loan.

On May 1, 2023, pursuant to a special meeting, we amended our charter,Charter, and in accordance witwith the charter amendment,First Charter Amendment, we subsequently extended the date by which the Company has to consummate a business combination from May 3, 20223 to November 3, 2023 six one-month extensions (the “through the First Six Monthly Extensions”).Extensions. In connection with the First Six Monthly Extensions, the Sponsor deposited $72,562.86 (representing $0.045 per public share) into the Trust Account for each such extension and we issued to our sponsor a non-interest bearing, unsecured promissory note in that amount (for an aggregate amount of deposits and corresponding amount of notes of $435,377.16). In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds held in the Trust Account would be used to repay this loan.

On October 25, 2023, pursuant to a special meeting, we amended our Charter, and in accordance with the Second Charter Amendment, we subsequently extended the date by which the Company has to consummate a business combination from November 3, 2023 to May 3, 2024, through the Second Six Monthly Extensions. In connection with our entrythe Second Six Monthly Extensions, the Sponsor deposited $60,000 into the Business Combination Agreement,Trust Account for each such extension and we agreedissued to provide Newsight with up to $1 million of bridge financing to fund Newsight’s transaction expensesour sponsor a non-interest bearing, unsecured promissory note in certain circumstances and subject to certain conditions in respect of thethat amount (for an aggregate amount of fundingdeposits and corresponding notes of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight, the CEO of a subsidiary of Newsight and an indirect beneficial owner of 7.39% 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.$360,000). 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 bridgethis loan, from Dr. So, but no proceeds held in the Trust Account would be used to repay our bridge loan from Dr. So.this loan.

The success of the Business Combination depends in part on Newsight’s ability to retain its key customers.

While Newsight believes there will be sufficient demand for its services, its historical revenue in absolute dollars is extremely low and its success will depend in part on its ability to maintain its recent relatively high growth rate in future years and garner market acceptance of its services. Newsight has several key customers, which in aggregate accounted for 67% of Newsight’s revenues in 2020 and 2021. Newsight is therefore dependent on these customers in respect of current revenues, such that, should Newsight’s business with any of these customers be discontinued, or significantly decrease, or if any these customers face liquidity issues, a significant deterioration of Newsight’s results of operations over the short to medium term may occur. The loss of, or reduction in sales to any of Newsight’s other customers to which Newsight sells a significant amount of their products or any material adverse change in the financial condition of such customers would negatively affect Newsight’s revenues and decrease Newsight’s earnings.

The completion of the Business Combination with Mediforum is subject to a number of important conditions, and the Business CombinationMerger Agreement may be terminated before the completion of the Business Combination in accordance with its terms. As a result, there is no assurance that the Business Combination will be completed.

The completion of the Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in the Business CombinationMerger Agreement, including the approval of the Business Combination by the VSAC stockholders, the approval of the listing of the combined entity’s shares on Nasdaq, and several other customary closing conditions. If these conditions are not satisfied or, if the Business Combination Agreement is otherwise terminated by either party, we are unlikely to find another target for a business combination before the Extended Deadline.

The Merger Agreement gives either VSAC or Mediforum the right to terminate the Merger Agreement without fault if Pubco, Merger Sub 1 and Merger Sub 2 were not formed by the business day immediately prior to February 15, 2024 (the “Amendment Date”) and joined as parties to the Merger Agreement through an amended and restated Merger Agreement (the “ARBCA”) and other amendments were not made. As of the date of this Proxy Statement, none of Pubco, Merger Sub 1 or Merger Sub 2 have been formed and no ARBCA has been entered into. Therefore, either VSAC or Mediforum may terminate the Merger Agreement without cause or fault; however, neither of them has done so, and the Merger Agreement remains in force and in effect. VSAC believes that Pubco, Merger Sub 1 and Merger Sub 2 will be formed and that they along with VSAC and Mediforum will enter into the ARBCA and continue to attempt to complete the Business Combination; however, there can be no assurance to this effect.

We have incurred and expect to continue to incur significant costs associated with thea Business Combination. Whether or not thea Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if thea Business Combination is not completed.

NewsightMediforum and weVSAC expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public company following the closing of the Business Combination. NewsightMediforum and weVSAC may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business CombinationMerger Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by the combined company at or following the closing of the Business Combination. Even if the Business Combination is not completed, we expect to incur an aggregate of approximately $8 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved then we must cease operations and the Business Combination will fail because we have exhausted all extensions made available under the Existing Company Charter.

Without the Extension, we cannot obtain an extension by any other means because we have already requested and received the six 1-month extensions to the Termination Date made available under the Existing Company Charter. The cost of each such 1-month extension was $72,562.86 or approximately $0.045 per month per public share for the 1,612,508 public shares.$60,000.

BACKGROUND

Vision Sensing Acquisition Corp.BACKGROUND

We are a blank check company formed under the DGCL on August 13, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

There are currently 100,000,000 shares of Class A common stock shares authorized, of which 2,085,2081,820,765 are issued and outstanding, and 1,612,5081,348,065 of which are publicly held and subject to possible redemption and 10,000,000 Class B common stock shares authorized, of which 2,530,000472,700 are issued and outstanding. We also have outstanding 7,590,000 warrants underlyingincluded in the units sold in IPO and 472,700 warrants underlying Private Placement Units issued to our Sponsor in a private placement simultaneously with the consummation of our IPO.IPO, and 10,000,000 shares of Class B common stock authorized, of which 2,530,000 are issued and outstanding and held by our Sponsor. We also have outstanding 7,590,000 warrants underlying the units sold in IPO and 472,700 warrants underlying the Private Placement Units issued to our Sponsor Each whole warrant entitles its holder to purchase one whole share of Class A common stock at an exercise price of $11.50 per share. The warrants will not become exercisable until the later of 30 days after the completion of our initial business combination and 12 months from the closing of our IPO and expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the reported last sale price of shares of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.

The Founder Shares carry voting rights in connection with the Extension AmendmentDirector Proposal, the Auditor Proposal, the Charter Proposals, the Trust Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor, which holds all 2,530,000 founder shares,Founder Shares, that it intends to vote those shares and the 472,700 shares of Class A common stock included in the private placement UnitsPrivate Placement Shares in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.all of these proposals.

A total of $102,718,000 comprised of the proceeds from our IPO and a portion of the proceeds from the simultaneous sale of the Private Placement Units were placed in our Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of 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 selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the proceeds in the Trust Account as described below.

Before the second anniversary of the closing of our IPO, we instructed the Trustee to move all remaining funds in the Trust Account into an interest-bearing demand deposit account. Approximately $18.0 million$[●] was held in the Trust Account as of the record dateRecord Date of the SpecialAnnual Meeting.

The mailing address of the Company’s principal executive office is 10 E. 53^rd53rd Street, Suite 3001, New York, NY 10022.

First Charter Amendment

NewsightIn a special meeting held on May 1, 2023, the Company’s stockholders approved 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 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 the First Six Monthly Extensions to November 3, 2023, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) will deposit 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, 2023 unless the closing of the Company’s initial business combination 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 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 of the First Six Monthly Extensions was $72,562.86.

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 conforms 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 the Second Charter Amendment to the Company’s amended and restated certificate of incorporation, giving the Company the right to extend the Termination Date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), or else (ii) cease its operations if it fails to complete such business combination, and redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was closed on November 3, 2021 (the “IPO”) 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 the Second Six Monthly Extensions to May 3, 2024, provided that (i) the Company’s Sponsor (or its affiliates or permitted designees) will deposit 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 May 3, 2024 unless the closing of the Company’s initial business combination 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 $2.94 million, leaving 1,348,065 Company Public Shares outstanding after the October 25, 2023 stockholders meeting. Thus, the Extension Payment for each of the Second Six Monthly Extensions 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 conforms the extension procedures in the Trust Agreement to the procedures in the Second Charter Amendment.

The Newsight Business Combination

The Company and an Israeli company named Newsight Imaging , Ltd. (“Newsight”) entered into a business combination agreement (the “Newsight Business Combination Agreement”) on August 30, 2022 that contemplated the merger of a newly-formed wholly-owned subsidiary of Newsight with and into the Company resulting in the Company becoming a wholly-owned subsidiary of Newsight and the Company’s stockholders exchanging their shares of the Company’s Class A and Class B common stock for Newsight ordinary shares, the issuance of which would be registered under the Securities Act on Form F-4 and which would be listed on the Nasdaq Global Market (the “Newsight Business Combination”). Newsight filed the initial Form F-4 with the SEC on December 8, 2022. Largely due to the impact on Newsight of the ongoing situation in Israel, the Company and Newsight mutually determined that they should terminate the Business Combination Agreement on December 11, 2023.

The Potential Business Combination with Mediforum

As previously announced, we entered into the Business CombinationMerger Agreement with Mediforum on August 30, 2022 with Newsight and Merger Sub.January 12, 2024. Pursuant to the Business Combinationterms of the Merger Agreement (i) a new British Virgin Islands business company referred to as PubCo, (ii) a British Virgin Islands company and a wholly owned direct subsidiary of PubCo referred to as Merger Sub 1, and a Delaware limited liability company and a wholly owned direct subsidiary of PubCo referred to as Merger Sub 2 will be formed for the parties agreed, subjectpurpose of participating in the transactions contemplated by the 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 referred to as 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 referred to as 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. Prior to the terms and conditionsclosing of the Business CombinationMerger Agreement, Mediforum will restructure and redomesticate to effect the Business Combination.British Virgin Islands as the BVI Company. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on September 6, 2022January 16, 2024.

Nasdaq Continued Listing Deficiencies & Compliance Plans

On June 29, 2023, after the completion of the First Charter Amendment and our Currentthe related redemptions of Public Shares, Nasdaq Staff notified the Company that, based on its review of the Company’s Market Value of Listed Securities for the previous 30 consecutive trading days, the Company no longer met the requirement that it maintain a Market Value of Listed Securities of at least $50,000,000 as required for continued listing by Rule 5450(b)(2)(A). Therefore, in accordance with Rule 5810(c)(3)(C), the Company had 180 calendar days, or until December 26, 2023, to regain compliance with the Rule. The notice stated that if at any time during the 180-day period the Company’s Market Value of Listed Securities closed at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq would provide the Company written confirmation of compliance and the matter would be closed. The Company’s business operations were not affected by its receipt of the notice, and the Company expected that upon closing of the Newsight Business Combination, the combined companies would satisfy the initial listing requirements for the Nasdaq Global Market and thus cure the deficiency in the Market Value of Listed Securities Requirement in substantially the same manner as the Business Combination Plan described above. The Company attempted to remedy the deficiency by pursing the consummation of the Newsight Business Combination. Since the Company and Newsight were unable to consummate the Newsight Business Combination by December 26, 2023 the Company did not return to compliance with the Market Value of Listed Securities Requirement by December 26, 2023.

On October 9, 2023, Nasdaq Staff notified the Company that is did not comply with Listing Rule 5450(a)(2), which requires the Company to maintain a minimum 400 Total Holders of its Class A Common Stock (the “400 Total Holders Requirement”). The notice gave the Company until November 24, 2023 to submit to the Nasdaq Staff a plan for the Company to regain compliance with the 400 Total Holders Requirement.

The Company failed to timely file its Quarterly Report on Form 8-K10-Q for its fiscal quarter ended September 30, 2023. That report was due to be filed on November 19, 2023, after giving effect to a Form 12b-25 filed by the Company on November 14, 2023, the initial due date for the report. The failure to timely file this report resulted in another continued delisting deficiency for the Company; however, the Company remedied this deficiency when it filed the Form 10-Q with the SEC on February 7, 2024.

On January 30, 2023. Also see Newsight’s Form F-4 filed17, 2024, Nasdaq Staff delivered the Letter to the Company notifying the Company of their determination to delist the Company’s securities from The Nasdaq Stock Market, because, as of December 26, 2023, the Company had not regained compliance with the Market Value of Listed Securities Requirement and the 400 Total Holders Requirement.

On January 23, 2024, the Company requested a hearing to appeal the delisting determination and a stay of suspension pending the hearing and submitted a plan to regain compliance with the Listing Rules in support of the application.

On January 24, 2024, the Nasdaq Hearing Advisor notified the Company that its appeal hearing was scheduled to be held on December 8, 2022April 4, 2024.

On March 15, 2024, the Company submitted to the Nasdaq Hearing Advisor its plan to regain compliance with the MVLS Requirement and Amendments Nos. 1,2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023, respectively (as it may be further amended relatingthe 400 Total Holders Requirement. The plan provided for the Company to simultaneously pursue two plans, one of which is to complete the Business Combination (as it may be further amended,with Mediforum and the other of which is to (a) transfer the Company’s listing from the Nasdaq Global Market to the Nasdaq Capital Market, (b) convert all outstanding shares of the Company’s Class B common stock to shares of Class A common stock to provide enough listed securities to meet the lower $35 million Market Value of Listed Securities requirement of the Nasdaq Capital Market and (c) work with the Company’s financial advisors, as is customary in connection with De-SPAC transactions, to ensure that there are sufficient Total Holders of the Company’s Class A common stock to meet the reduced 300 Total Holders continued listing requirement of the Nasdaq Capital Market.

On April 1, 2024, the Company received from Nasdaq a Hearing Memorandum dated March 28, 2024 submitted by the Nasdaq staff to the hearing panel (the “Registration StatementNasdaq Hearing Memorandum”). The Nasdaq staff recommended to the hearing panel that the panel deny the Company’s appeal of the Nasdaq staff’s delisting determination. The Nasdaq staff took the position that the Company’s compliance plan was too preliminary and will not enable the Company to comply with Nasdaq’s listing requirements.

On April 2, 2024, the Company submitted to the Nasdaq Hearing Advisor the Company’s response to the Nasdaq Hearing Memorandum respectfully but strongly disagreeing with the position of the Nasdaq staff. The Company intends to vigorously contest the delisting determination at the hearing. The Nasdaq Hearing Memorandum indicated that the hearing panel will issue a written decision generally within 30 days of the hearing. The Company believes that it has a sound compliance plan; however, there can be no assurance that the hearing panel will agree and grant the Company an extension to return to compliance with Nasdaq’s continued listing criteria.

THE DIRECTOR PROPOSAL

At the Annual Meeting, stockholders are being asked to re-elect one Class I Director to the Board to serve as a director of the Company.

Commencing with this Annual Meeting, and then at each following annual meeting, the directors elected to succeed those directors whose terms expire are elected for a term of office to expire at the third annual meeting following their election. Directors whose terms expire at an annual meeting may also be re-elected for a further three-year period if nominated by the Board.

The term of the current director, George Peter Sobek, will expire at this Annual Meeting. However, the Board has nominated Mr. Sobek for reelection as a director, to hold office until the third annual meeting of stockholders following this Annual Meeting, or until his successor is elected and qualified.

Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted to re-elect George Peter Sobek unless such individual is unavailable, in which case such shares will be voted for a substitute nominee designated by the Board. Mr. Sobek has agreed to serve, if elected.

Mr. Sobek is also the Chief Executive Officer of the Company and the Chairman of our Board. For a biography of Mr. Sobek, please see the section entitled “Management.”

Vote Required for Approval

Approval of the nominee named in the Director Proposal requires a plurality of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Annual Meeting. In accordance with our Charter, prior to the completion of the Company’s initial business combination, holders of the Class A Common Stock and holders of the Class B Common Stock (the Founder Shares), voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders.

The Sponsor and all of our directors and officers are expected to vote any shares of common stock over which they have voting control (including any Public Shares owned by them) in favor of the Director Proposal, Auditor Proposal, and Adjournment Proposal. Currently, our Sponsor and our officers and directors own approximately 69.0% of our issued and outstanding shares, which includes all of the 2,530,000 Founder Shares and all of the 472,700 Private Placement Shares. Our Sponsor, directors and officers do not intend to purchase shares in the open market or in privately negotiated transactions in connection with the stockholder vote on the Director Proposal.

Recommendation of the Board

The Board recommends that you vote “FOR” the election of George Peter Sobek to serve as a director of the Company.

THE AUDITOR PROPOSAL

We are asking our stockholders to ratify the selection by our Audit Committee of Adeptus Partners, LLC (“Adeptus”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The Audit Committee is directly responsible for appointing the Company’s independent registered public accounting firm. The audit Committee is not bound by the outcome of this vote. However, if the stockholders do not direct, in the manner set forth herein, the ratification of the selection of Adeptus to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, our Audit Committee intends to reconsider the selection of Adeptus as the company’s independent registered public accounting firm.

Adeptus has audited our financial statements for the years ended December 31, 2023 and December 31, 2022. Representatives of Adeptus have been invited to but are not expected to be present at the Annual Meeting.

The following is a summary of fees paid or to be paid to Adeptus for services rendered for the years ended December 31, 2023 and December 31, 2022.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, review of our quarterly financial statements and services that are normally provided by Adeptus in connection with regulatory filings. The aggregate fees billed by Adeptus for audit fees, inclusive of required filings with the SEC for the years ended December 31, 2023 and December 31, 2022, totaled $62,500 and $61,000, respectively.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the years ended December 31, 2023 and December 31, 2022, we did not pay Adeptus any audit-related fees.

Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the years ended December 31, 2023 and December 31, 2022, we paid Adeptus tax fees of $0 and $3,000, respectively.

All Other Fees. All other fees consist of fees billed for all other services. During the years ended December 31, 2023 and December 31, 2022, we did not pay Adeptus any other fees.

Our audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by Adeptus Partners, LLC, including the fees and terms thereof (subject to the de minimus exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). The audit committee may form and delegate authority to one or more of its members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such members to grant pre-approvals shall be presented to the audit committee at its next scheduled meeting.

Vote Required for Approval

The VSACresolution to ratify the selection by our Audit Committee of Adeptus to serve as the Company’s independent registered public accounting firm requires the vote of a majority of the votes cast by the stockholders present in person or represented by proxy and entitled to vote at the Annual Meeting.

Recommendation

The Board believes itrecommends that you vote “FOR” the ratification of the selection by our Audit Committee of Adeptus to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

THE FOUNDER SHARE AMENDMENT PROPOSAL

Overview

The Company is proposing to amend the Existing Company Charter, substantially in the form set forth in Annex A attached hereto and incorporated herein, to allow the conversion of the Class B Common Stock to Class A Common Stock on a one-for-one basis at any point prior to a business combination at the option of the holder.

Upon conversion of the Class B Common Stock to Class A Common Stock, such Class A Common Stock will not be ableentitled to effectreceive funds from the Business Combination by November 3, 2023. The ExtensionTrust Account through redemptions or otherwise.

Upon such conversion, VSAC expects that it will be authorized to regain compliance with Nasdaq for purposes of complying with Listing Rule 5450(b)(2)(A), which requires the market value of the Company’s listed securities to be $35 million or more.

Vote Needed to Approve the Founder Share Amendment Proposal

Approval of the Founder Share Amendment Proposal requires the affirmative vote of both (x) holders of a majority of the outstanding shares of VSAC Common Stock voting together as a single class and (y) holders of a majority of the outstanding shares of Class B Common Stock voting as a separate class.

If the Founder Share Amendment Proposal is not approved, the Sponsor will not be permitted to convert such shares of Class B Common Stock into shares of Class A Common Stock before the completion of the Company’s initial business combination.

The Sponsor and all of VSAC’s directors, executive officers and their affiliates are expected to vote any VSAC Common Stock owned by them in favor of the Founder Share Amendment Proposal. Since the Class B Common Stock represents a majority of both the Class A Common Stock and the TrustClass B Common Stock voting together as a single class and the Sponsor holds all of the Class B Common Stock, we expect the Founder Share Amendment Proposal are essential to allowing us morebe approved. Upon conversion of the Class B Common Stock to Class A Common Stock, such Class A Common Stock will not be entitled to receive funds from the Trust Account through redemptions or otherwise.

Full Text of the Resolution to be Approved

“RESOLVED, that the amendment to the amended and restated certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex A, be and is hereby adopted.”

Reasons for the Founder Share Amendment Proposal

The purpose of the Founder Share Amendment Proposal is to allow the holders of VSAC Class B Common Stock to convert their shares of VSAC Class B Common Stock into shares of VSAC Class A Common Stock, on a one-for-one basis, at any point in time to obtain approval for any proposed business combination at a Special Meeting of its stockholders and consummate any proposed business combination prior to the Extended Deadline. Approvalcompletion of the Extension Amendment ProposalCompany’s initial business combination. Such conversions would give VSAC flexibility to regain compliance with Nasdaq under the MVLS Requirement

In its January 17, 2024 Letter, Nasdaq notified the Company that it has determined to delist the Company’s securities from the Nasdaq Global Market because, among other reasons, the Company has not regained compliance with the continued listing requirement set forth in Listing Rule 5460(b)(2)(A) that required the market value of the Company’s listed securities to be $50 million or more. The Company has appealed Nasdaq’s determination to a hearing panel, and the Trust Amendment Proposal are conditionsappeal hearing is scheduled for April 4, 2024. The Company believes that it is more likely to be able to return to compliance with Nasdaq’s continued listing criteria if it transfers its listings to the implementationNasdaq Capital Market, which requires that the market value of the Extension Amendment.Company’s listed securities only be $35 million or more and if its Sponsor converts its shares of Class B Common Stock to Class A Common Stock to increase the total market value of the Company’s Class A Common Stock. The VSACClass A Common stock is listed, but the Class B Common Stock is not.

Accordingly, the Board believes that givenin order to be able to retain the Company’s expenditurelisting of time, effortits securities on Nasdaq and money on a proposedto be able to consummate its Business Combination with Mediforum or another business combination, circumstances warrant providing public stockholders an opportunitythe Sponsor will need to effectconvert its Class B Common Stock to Class A Common Stock for the Business Combination.Company to regain compliance with Nasdaq under the MVLS Requirement. Without the Extension,approval of the VSACFounder Share Amendment Proposal, the Board believes that there is significant risk that we might not, despite our best efforts, be able to completeregain compliance with Nasdaq under the Business Combination on or before November 3, 2023.MVLS Requirement and our appeal of the delisting determination may be denied. If that were to occur, we would be precluded from completing the Business Combination in accordance with the terms of the Merger Agreement (or any other business combination) and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.

You are not being asked toRecommendation

As discussed above, after careful consideration of all relevant factors, our Board has determined that the Founder Share Amendment Proposal is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Founder Share Amendment Proposal.

The board recommends that you vote “FOR” the founder share amendment proposal.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the Newsight Business Combinationpart of one or any other proposed business combinationmore of the directors or any other business combination at this time. Ifofficers between what he, she or they may believe is in the Extension Amendment is implementedbest interests of the Company and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination if and when it is submitted toits stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the right to redeem your public shares for a pro rata portion of the Trust Account in the event such business combination is approved and completed or if we have not consummated a business combination by the Extended Deadline.proposals.

THE EXTENSION AMENDMENT PROPOSAL

The Extension Amendment ProposalOverview

We are proposing to amend the Existing Company Charter to extend the date by which the Company has to consummate an initial business combination to the Extended Deadline. The Extension Amendment Proposal is required for the implementation of the VSAC Board’s plan to allow the Company more time to complete the Business Combination.

If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination with Mediforum by NovemberMay 3, 2023,2024, we 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 subject to lawfully available funds therefor, redeem 100% of the public sharesPublic Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares,Public Shares, which redemption will completely extinguish rights of public stockholdersPublic 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 the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

The VSAC Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public stockholdersPublic Stockholders an opportunity to consider the Business Combination and that it is in the best interests of our stockholders that we obtain the Extension Amendment. The VSAC Board believes that the Business Combination will provide significant benefits to our stockholders. For more information about the Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 6, 2022 and our Current Report on Form 8-K filed with the SEC on January 30, 2023. Also see Newsight’s Form F-4 filed on December 8, 2022 and Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023, respectively (as it may be further amended relating to the Business Combination (as it may be further amended, the “Registration Statement”).16, 2024.

Vote Needed to Approve the Extension Amendment Proposal

The Existing Company Charter and the Company’s IPO prospectus provide that the affirmative vote of the holders of at least 65% of the votes entitled to be cast by the holders of the issued and outstanding Company’s shares, including the Founder Shares and the shares of the Class A common stock underlying the Private Placement Units,Shares, is required to extend our corporate existence, except in connection with, and effective upon, consummation of aan initial business combination. Additionally, the Existing Company Charter and our IPO prospectus provide for all public stockholdersPublic Stockholders to have an opportunity to redeem their public sharesPublic Shares in the case our corporate existence is extended as described above. Because we continue to believe that aan initial business combination would be in the best interests of our stockholders, and because we will not be able to conclude aan initial business combination within the permitted time period, the VSAC Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond NovemberMay 3, 20232024 to the Extended Deadline. We intend to hold another stockholder meeting prior to the Extended Deadline in order to seek stockholder approval of the Business Combination.

Full Text of the Resolution to be Approved

“RESOLVED, that subject to and conditional upon the trust account, which is governed by the Investment Management Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company on November 1, 2021, having net tangible assets of at least US$5,000,001 as at the date of this resolution, the second amendment to the amended and restated certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex AB, be and is hereby adopted”adopted.”

Reasons for the Redemption Rights Associated with the Extension Amendment Proposal

The Existing Company Charter provides that if our stockholders approve an amendment to the Existing Company Charter (i) to modify the substance or timing of our obligation to redeem 100% of our public sharesPublic Shares if we do not complete aan initial business combination before NovemberMay 3, 2023,2024, or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, we will provide our public stockholdersPublic Stockholders with the opportunity to redeem all or a portion of their sharesPublic Shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares.Public Shares. We believe that this provision of the Existing Company Charter was included to protect our public stockholdersPublic Stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Existing Company Charter and discussed in the prospectus associated with our IPO.

Reasons for the Extension Amendment Proposal

Pursuant to the Existing Company Charter the Company currently has until NovemberMay 3, 20232024 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms unless extended as specifically provided in the Existing Company Charter. The purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination. As previously announced, we entered into the Business CombinationMerger Agreement with Newsight and Merger SubMediforum on August 30, 2022.January 12, 2024. Pursuant to the Business CombinationMerger Agreement, the parties agreed, subject to the terms and conditions of the Business CombinationMerger Agreement, to effect the Business Combination.

While we are using our best efforts to complete the Business Combination as soon as practicable, the VSAC Board believes that it is practically certain that there will not be sufficient time before the existing Termination Date to complete the Business Combination. Accordingly, the VSAC Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension Amendment. Without the Extension, the VSAC Board believes that thereit is significant risksubstantially certain that we mightwill not, despite our best efforts, be able to complete the Business Combination on or before NovemberMay 3, 2023.2024.

If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Merger Agreement (including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination as soon as possible and in any event on or before the Extended Deadline.

Without the Extension, we cannot obtain an extension by any other means because we have already requested and received all of the six 1-month extensions to the Termination Date made available under the Existing Company Charter. The cost of each such 1-month extension was $72,562.86 or approximately $0.045 per month per public share for the 1,612,508 public shares.

If the Extension Amendment Proposal is Not Approved

If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by NovemberMay 3, 2023,2024, we 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 subject to lawfully available funds therefor, redeem 100% of the public sharesPublic Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares,Public Shares, which redemption will completely extinguish rights of public stockholdersPublic 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 the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to the Company’s warrants which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.

If the Extension Amendment Proposal Is Approved

Upon approval of the Extension Amendment Proposal by the requisite number of votes, the amendments to the Existing Company Charter that are set forth in Annex AB hereto to extend the time it has to complete aan initial business combination until the Extended Deadline will become effective. The Company will remain a reporting company under the Exchange Act and its units, Class A common stock and public warrants will remain publicly traded. The Company will then continue to work to consummate the Business Combination by the Extended Deadline.

If the Extension Amendment Proposal is approved, and the Extension Amendment is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with redemptions associated with the Redemption Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $18.0$[●] million held in the Trust Account as of the record date.Record Date. We will not proceed with the Extension if redemptions or repurchases of our public sharesPublic Shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than $11.01$[●] due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor and our directors and officers, the sole holders of our Founder Shares, will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.

If the Extension Amendment Proposal is approved but we do not consummate aan initial business combination by the Extended Deadline, unless further extended, we 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 the public shares,Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares,Public Shares, which redemption will completely extinguish public stockholders’Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board, liquidate and dissolve, subject to our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

You are not being asked to vote on the Business Combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your public shares,Public Shares, provided that you are a stockholder on the record dateRecord Date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public sharesPublic Shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended Deadline.

Redemption Rights

If the Extension Amendment Proposal is approved, and the Extension Amendment is implemented, each public stockholderPublic Stockholder may seek to redeem its public sharesPublic Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.Public Shares. Holders of public sharesPublic Shares who do not elect to redeem their public sharesPublic Shares in connection with the Extension will retain the right to redeem their public sharesPublic Shares in connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Deadline.

Based upon the amount in the Trust Account as of the record dateRecord Date for the Special meeting,Annual Meeting, which was approximately $18.0$[●] million, and after expected withdrawals of approximately $243,400 to pay estimated U.S. federal income taxes and Delaware franchise taxes, we anticipate that the per-share price at which public sharesPublic Shares will be redeemed from cash held in the Trust Account will be approximately $11.01$[●] at the time of the SpecialAnnual Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR TO 5:00 PM EASTERN TIME ON OCTOBER 18, 2023.APRIL 26, 2024.

In connection with tendering your shares for redemption, prior to 5:00 pm Eastern time on October 18, 2023April 26, 2024 (two business days before the SpecialAnnual Meeting), you must elect to either:

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30th Floor

New York, New York 10004-1561 Attn: Fran Wolf

via email to: fwolf@contnentalstock.com

OR

The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on October 18, 2023April 26, 2024 (two business days before the SpecialAnnual Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the SpecialAnnual Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder.

It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such stockholders will have less time to make their redemption decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on October 18, 2023April 26, 2024 (two business days before the SpecialAnnual Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholderPublic Stockholder tenders its sharesPublic Shares and decides prior to the vote at the SpecialAnnual Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the SpecialAnnual Meeting not to redeem your public shares,Public Shares, you may request that our transfer agent return the shares (physically or electronically).

You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholderPublic Stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public stockholderPublic Stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholdersPublic Stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each public sharePublic Share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.Public Shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public sharesPublic Shares will be redeemed from cash held in the Trust Account will be approximately $11.01$[●] at the time of the SpecialAnnual Meeting. The closing price of the Company’s Class A common stock on April [●], 2024, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $[●].

If you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on October 18, 2023April 26, 2024 (two business days before the SpecialAnnual Meeting). The Company anticipates that a public stockholderPublic Stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.

THE TRUST AMENDMENT PROPOSALRecommendation

The TrustBoard recommends that you vote “FOR” the Extension Amendment ProposalProposal.

THE TRUST AMENDMENT PROPOSAL

Overview

We are proposing to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from NovemberMay 3, 20232024 to MayNovember 3, 2024 (or such later date as may be determined by the VSAC stockholders). The Trust Amendment Proposal is required to allow the Company more time to complete the Business Combination.

If the Trust Amendment Proposal is not approved and we have not consummated the Business Combination by NovemberMay 3, 2023,2024, we 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 subject to lawfully available funds therefor, redeem 100% of the public sharesPublic Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares,Public Shares, which redemption will completely extinguish rights of public stockholdersPublic 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 the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

Pursuant to the Trust Agreement, Continental agreed to liquidate the Trust Account after receipt of a Termination Letter (as defined therein) from the Company or upon the date which is the later of (1) NovemberMay 3, 20232024 and (2) such later date as may be approved by the Company’s stockholders.

The VSAC Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public stockholdersPublic Stockholders an opportunity to consider the Business Combination and that it is in the best interests of our stockholders that we obtain the Trust Amendment.

The VSAC Board believes that the Business Combination will provide significant benefits to our stockholders. For more information about the Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 6, 2022 and our Current Report on Form 8-K filed with the SEC on January 30, 2023. Also see Newsight’s Form F-4 filed on December 8, 2022 and Amendments Nos. 1, 2 and 3 thereto on January 20, 2023, February 13, 2023 and March 27, 2023, respectively (as it may be further amended relating to the Business Combination (as it may be further amended, the “Registration Statement”).16, 2024.

Vote Needed to Approve the Trust Amendment Proposal

The Trust Agreement provides that the affirmative vote of the holders of at least 65% of the total issued and outstanding shares of the Company is required to amend the relevant provisions of the Trust Agreement.

Reasons for the Trust Amendment Proposal

The Trust Agreement provides that Continental will liquidate the Trust Account after receipt of a Termination Letter (as defined therein) from the Company or upon the date which is the later of (i) NovemberMay 3, 20232024 and (2) such later date as may be approved by the Company’s stockholders. The purpose of the Trust Amendment is to mirror the provisions in the second amendment to the amended and restated certificate of incorporationExisting Company Charter of the Company at Annex AB following the Extension Amendment and allow the Company more time to complete its initial business combination. As previously announced, we entered into the Business CombinationMerger Agreement with Newsight and Merger SubMediforum on August 30, 2022.January 12, 2024. Pursuant to the Business CombinationMerger Agreement, the parties agreed, subject to the terms and conditions of the Business CombinationMerger Agreement, to effect the Business Combination.

The Trust Amendment will allow the Company to extend the time period for liquidation of the Trust Account and therefore will allow more time to carry out the Business Combination,

While we are using our best efforts to complete the Business Combination as soon as practicable, the VSAC Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the VSAC Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Trust Amendment. Without the Trust Amendment, the VSAC Board believes that thereit is significant risksubstantially certain that we mightwill not, despite our best efforts, be able to complete the Business Combination on or before NovemberMay 3, 2023.

2024.

If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business CombinationMerger Agreement (including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination as soon as possible and in any event on or before the Extended Deadline.

Full Text of the Resolution to be Approved

“RESOLVED THAT subject to and conditional upon the Trust Account, which is governed by Trust Agreement, having net tangible assets of at least US$5,000,001 as at the date of this resolution, the Trust Agreement be amended in the form set forth in Annex BC to the accompanying proxy statement to allow the Company to extend the date by which the Company has to complete a business combination from NovemberMay 3, 20222024 to up to MayNovember 3, 2024 via up to six one-month extensions provided the Company deposits into its trust account an additional amount equal to the lower of $60,000 or $0.045 per public share for each month the Company extends beyond NovemberMay 3, 2023.2024.

If the Trust Amendment Proposal is Not Approved

If the Trust Amendment Proposal is not approved and we have not consummated the Business Combination by NovemberMay 3, 2023,2024, we 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 subject to lawfully available funds therefor, redeem 100% of the public sharesPublic Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares,Public Shares, which redemption will completely extinguish rights of public stockholdersPublic 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 the remaining stockholders and the VSAC Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to the Company’s warrants which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.

If the Trust Amendment Proposal Is Approved

Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the requisite number of votes, the amendments to the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from NovemberMay 3, 20232024 to MayNovember 3, 2024 will be made to the Trust Agreement so that the provisions of the Trust Agreement mirror what is in the Existing Company Charter as amended by the Extension Amendment.

If the Trust Amendment Proposal is approved but we do not consummate a business combination by the Extended Deadline, we will, unless further extended, (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 100% of the public shares,Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares,Public Shares, which redemption will completely extinguish public stockholders’Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board, liquidate and dissolve, subject to our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

You are not being asked to vote on the Business Combination at this time. If the Extension Amendment and the Trust Amendment are implemented and you do not elect to redeem your public shares,Public Shares, provided that you are a stockholder on the record dateRecord Date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public sharesPublic Shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended Deadline.