Filed by Newsight Imaging Ltd. /Vision Sensing Acquisition Corp.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Vision Sensing Acquisition Corp.

Commission File No. 001-40983

Newsight Imaging to Present at Drive TLV Smart Mobility Events in Silicon Valley and Atlanta

NESS ZIONA, ISRAEL, January 25, 2023 - Newsight Imaging Ltd. (“Newsight”), a leading semiconductor innovator developing proprietary 3D machine vision sensors, spectral vision chips and systems, will present at Drive TLV Smart Mobility Events being held at the Hub at Stanford Research Park Luxe in Palo Alto, CA on January 30, 2023 and at the Coda Building, Georgia Tech in Atlanta, GA on February 1, 2023.

Michal Cooper-Kozlovich, Director of Strategic Partnerships at Newsight, will attend and deliver company presentations to industry leaders along with other innovative Israeli mobility-related startups as part of the Drive TLV FastLane commercialization program.

“We are looking forward to attending Drive’s TLV’s events in the U.S. and sharing our recent updates, partnerships and accomplishments with attendees,” said Cooper-Kozlovich. “As part of the Fastlane Program we have the opportunity to be introduced to a variety of partners and work directly with leading global automotive brands in the mobility industry. We are excited to showcase our latest cutting-edge technology, the eTOF™ LiDAR 3, a high-resolution depth LiDAR reference design based on our new NSI9000 chip, and our recent partnership with First International Computer to co-develop advanced eTOF (enhanced-Time-Of-Flight)-based 3D vision systems for the automotive safety market.”

Israel’s Top Smart Mobility Startups in Silicon Valley

Date: Monday, January 30, 2023

Location: The Hub at Stanford Research Park. (Stanford Room) 3215 Porter Drive, Palo Alto, CA 94304

Time: 2:00 - 4:00 PM PT

Eventbrite Registration

Israel’s Top Smart Mobility Startups in Atlanta

Date: Wednesday, February 1, 2023

Location: The Coda Building, Georgia Tech, 756 West Peachtree Street Northwest, The Atrium on 9th Floor Atlanta, GA 30308

Time: 4:00 - 6:30 PM ET

Eventbrite Registration

DRIVE TLV publicizes itself as a unique innovation hub focused on smart mobility, leveraging its in-depth knowledge of the Israeli hi-tech ecosystem to handpick the most promising smart mobility startups, and enhance their business with strategic guidance. DRIVE TLV partners with leaders in the automotive and mobility industry including Volvo, Honda, Goodyear, Hertz, Denso and others.

FastLane is a commercialization program for smart mobility startups offering selected companies the opportunity to share their innovations with DRIVE TLV’s corporate partners. The five-month program provides a framework for creating and adjusting value propositions in accordance with the real-life needs of the corporate partners and promotes meaningful long-term relationships between partners and startups. According to DRIVE TLV, in over five years of the program, 50 selected startups have raised a total of over $2 billion, leading to over 150 ongoing commercial collaborations between partners and startups, and eight exits.

About Newsight Imaging

Newsight Imaging develops advanced CMOS image sensor chips for 3D machine vision and spectral analysis. Newsight’s depth camera sensors for machine vision serve verticals such as Mobile & Metaverse, Robotics, Industry 4.0 and Automotive Safety. The Company recently launched its innovative solid-state LiDAR reference design, the eTOF™ LiDAR, based on the NSI1000 sensor. In addition, Newsight has developed its spectral chip backed by AI technology that has multiple uses in rapid pathogen detection and in continuous, condition-based monitoring of fluid flows, including water quality. Newsight’s Virusight subsidiary’s SpectraLIT™ offers a targeted and cost-effective solution for remote healthcare, real time diagnosis, and quality inspection solutions for water and food & beverage, including COVID detection under certain circumstances in less than 20 seconds with 96% accuracy. Newsight’s Watersight subsidiary’s AquaRing provides real-time, AI-based monitoring of flow systems or processes, including installations for water quality monitoring, The Company has US and EU patents and has received multiple grants by the Israeli Innovation Authority. For more information visit www.newsight.com.

On August 30, 2022, Newsight Imaging announced that it has entered into a definitive agreement to become publicly listed through a merger transaction with Vision Sensing Acquisition Corp. (Nasdaq: VSAC), a publicly traded special purpose acquisition company. The transaction is expected to close as early as the first quarter of 2023, at which point the combined company’s common stock is expected to trade on the Nasdaq Capital Market under the ticker symbol “NSIM”.

About Vision Sensing Acquisition Corp.

Vision Sensing Acquisition Corp. (“VSAC”) is a Special Purpose Acquisition Company (“SPAC”) that has been established to focus on the acquisition of vision sensing technologies (“VST”) including hardware solutions (chips / modules / systems), related application software, artificial intelligence and other peripheral technologies that assist to integrate and/or supplement VST applications. For more information visit www.vision-sensing.com.

Forward-Looking Statements

This press release is provided for informational purposes only and contains information with respect to a proposed business combination (the “Proposed Business Combination”) among VSAC and Newsight. No representations or warranties, express or implied are given in, or in respect of, this press release. In addition, this press release does not purport to be all-inclusive or to contain all the information that may be required to make a full analysis of the Proposed Business Combination.

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. VSAC’s and Newsight’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, VSAC’s and Newsight’s expectations with respect to future performance and anticipated financial impacts of the transactions (the “Transactions”) contemplated by the Business Combination Agreement dated August 30, 2022 by and among Newsight, Newsight Merger Sub inc. and VSAC attached as Exhibit 2.1 to the Current Report on Form 8-K of VSAC filed with the Securities Exchange Commission (the “SEC”) on September 6, 2022 (the “Business Combination Agreement”). These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of VSAC or Newsight and are difficult to predict. Factors that may cause such differences include but are not limited to: (i) the expected timing and likelihood of completion of the Transactions, (ii) the occurrence of any event, change or other circumstances that could give rise to a failure of the conditions to or the termination of the Business Combination Agreement; (iii) the ability of Newsight to meet Nasdaq listing standards following the Transactions and in connection with the consummation thereof; (iv) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Newsight or VSAC; (v) failure to realize the anticipated benefits of the Proposed Business Combination or risk relating to the uncertainty of any prospective financial information of Newsight; (vi) the failure of Newsight to meet projected development and production targets; (vii) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors, and (viii) other risks and uncertainties described herein and other reports and other public filings with the SEC by VSAC, including VSAC’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022 (the “10-K”), and its Form 10-Q, as filed with the SEC on November 14, 2022 (the “10-Q”), or that Newsight has filed or intends to file with the SEC, including in the Registration Statement. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. There may be additional risks that neither VSAC nor Newsight presently know, or that VSAC and Newsight currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. To the fullest extent permitted by law in no circumstances will Newsight, VSAC or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this press release, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. These forward-looking statements should not be relied upon as representing VSAC’s and Newsight’s assessments as of any date subsequent to the date of this press release. VSAC and Newsight undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Additional Information About the Proposed Business Combination and Where to Find It

In connection with the Proposed Business Combination, Newsight has filed relevant materials with the SEC, including an Amendment No. 1 to Registration Statement on Form F-4, which includes a preliminary proxy statement/prospectus of VSAC, and a prospectus for the registration of Newsight securities in connection with the Proposed Business Combination (the “Registration Statement”). The Registration Statement has not yet been declared effective. The parties urge its investors, shareholders, and other interested persons to read, when available, the preliminary proxy statement/prospectus and definitive proxy statement/prospectus, in each case when filed with the SEC and documents incorporated by reference therein because these documents will contain important information about VSAC, Newsight and the Proposed Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of VSAC as of the record date in the future to be established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of VSAC and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) because they will contain important information about VSAC, Newsight and the Proposed Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: VSAC Acquisition Corp., Attention: Garry Stein, telephone: +852 9858 0029. The information contained on, or that may be accessed through, the websites or links referenced in this press release in each case is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

VSAC, Newsight and their respective directors and executive officers may be deemed participants in the solicitation of proxies from VSAC’s shareholders in connection with the Proposed Business Combination. VSAC’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of VSAC, or persons who may under SEC rules be deemed in the solicitation of proxies to VSAC’s shareholders in connection with the Proposed Business Combination, in the Registration Statement or in VSAC’s Form 10-K or its Form 10-Q. Additional information regarding the interests of such persons are likewise included in that Registration Statement. You may obtain free copies of these documents as described above.

Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Investor Relations Contact:

Chris Tyson

MZ North America

VSAC@mzgroup.us

949-491-8235

Newsight Imaging Contact:

info@newsight.com