0001493152-23-005748.txt : 20230222 0001493152-23-005748.hdr.sgml : 20230222 20230222084717 ACCESSION NUMBER: 0001493152-23-005748 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230222 DATE AS OF CHANGE: 20230222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISION SENSING ACQUISITION CORP. CENTRAL INDEX KEY: 0001883983 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 872323481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40983 FILM NUMBER: 23650631 BUSINESS ADDRESS: STREET 1: 78 SW 7TH STREET SUITE 500 CITY: MIAMI STATE: FL ZIP: 33130 BUSINESS PHONE: 85298580029 MAIL ADDRESS: STREET 1: 78 SW 7TH STREET SUITE 500 CITY: MIAMI STATE: FL ZIP: 33130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION SENSING ACQUISITION CORP. CENTRAL INDEX KEY: 0001883983 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 872323481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 78 SW 7TH STREET SUITE 500 CITY: MIAMI STATE: FL ZIP: 33130 BUSINESS PHONE: 85298580029 MAIL ADDRESS: STREET 1: 78 SW 7TH STREET SUITE 500 CITY: MIAMI STATE: FL ZIP: 33130 425 1 form425.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 22, 2023

 

VISION SENSING ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40983   87-2323481

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Suite 500, 78 SW 7th Street, Miami, FL 33130

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (783) 633-2520

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of Each Class   Trading Symbol(s)  

Name of Each Exchange

on Which Registered

Units, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant   VSACU   The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share   VSAC   The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   VSACW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

   
   

 

Item 7.01 Regulation FD Disclosure.

 

Eli Assoolin, the Chief Executive Officer of Newsight Imaging, Ltd. (“Newsight”) will be interviewed on a SPAC Insider podcast today, Wednesday, February 22, at 8:30 a.m. EST (the “Podcast”). Interested parties may listen to the Podcast at https://www.spacinsider.com/news/podcasts-and-webinars. On the Podcast, Mr. Assoolin will discuss the business and products of Newsight and the transactions contemplated by the Business Combination Agreement (as described below).

 

As announced on August 30, 2022 and described in greater detail in a Current Report on Form 8-K filed by Vision Sensing Acquisition Corp, a Delaware corporation (“VSAC”), with the Securities and Exchange Commission on September 6, 2022, VSAC and Newsight entered into a business combination agreement dated August 30, 2022 (as amended by a First Amendment dated January 19, 2023 and a Second Amendment dated January 30, 2023 and as it may be further amended and/or restated from time to time, the “Business Combination Agreement”), pursuant to which: (i) a newly-organized, wholly-owned subsidiary of Newsight will merge into VSAC resulting in VSAC becoming a wholly-owned subsidiary of Newsight, (ii) Newsight will register as a publicly traded company, (iii) Newsight’s existing shares will be split to facilitate a fully diluted value per Newsight share of US$10, (iv) VSAC’s common stock will be exchanged on a one-for-one basis for Newsight Ordinary Shares and (v) warrants to purchase VSAC common stock will instead become eligible to purchase the same number of Newsight Ordinary Shares at the same exercise price and for the same exercise period.

 

Furnished herewith as Exhibit 99.1 and incorporated herein by reference is a transcript of the Podcast (the “Transcript”).

 

The foregoing exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Forward-Looking Statements

 

This Current Report on Form 8-K (the “Current Report”) 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 Current Report. In addition, this Current Report 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 Current Report 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. 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 Current Report, 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 Current Report. 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.

 

 2 
   

 

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. 2 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 Current Report in each case is not incorporated by reference into, and is not a part of, this Current Report.

 

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 Current Report 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Transcript of the Podcast, dated February 22, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 3 
   

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VISION SENSING ACQUISITION CORP.
     
  By: /s/ George Sobek
  Name: George Sobek
  Title: Chairman & Chief Executive Officer
     
Dated: February 22, 2023    

 

 4 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

Newsight Imaging Ltd. SPAC Insider Podcast

 

Transcript

 

February 22, 2023

 

Nick Clayton

 

Hello and welcome to another SPAC Insider podcast where we bring an independent eye, interviewing the targets of SPAC transactions and their SPAC partners. The chip shortage has been a serious headwind to mini tech companies, but what has it been like for the Chip makers themselves. I’m Nick Clayton and this week I speak with Eli Assoolin. Co-founder, CEO and Chairman of Newsight Imaging. Newsight announced a $380 million combination with Vision Sensing Acquisition Corp in August of last year. It provides the critical semiconductor components for LIDAR sets as well as industrial quality control and medical imaging equipment. Eli discusses how the company’s diverse use cases and position as a chip supplier makes it a unique play in the market as compared to its hardware making customers and why Israeli tech companies like his are increasingly turning to SPACs as a major source of funding. Take a listen.

 

So, anyone who’s been following SPACs over the past few years is somewhat familiar with LIDAR, but they’re a much broader set of applications for that technology than just consumer cars. Where I think most people think of it so Eli, can you just walk us through all of the different things Newsight is doing with LIDAR? and the other types of imaging?

 

Eli Assoolin

 

Newsight Imaging is a semiconductor company, meaning that we are not actually doing the LIDAR itself. We are serving the LIDAR market. We are doing the chip that is the core base of LIDAR and the other depth sensing, meaning that our chip camera can control the light source and from the reflection it can create a 3D image and this capability enables us to be the main component inside Lidar AR glasses, industry four-point-zero and many other applications. I just want to mention in a nutshell that Newsight is also having another family of spectral chips, which means that we basically build a spectrometer on the chip and with this spectrometer on the chip we have two joint ventures. One for water monitoring and one for healthcare applications.

 

Nick Clayton

 

Yeah, I definitely wanted to get in all of those different use cases. There’s several that are really interesting there. But you mentioned chips and I think one of the first things that I think that sparks in people’s minds over the past few years as well is just the shortage there’s been in semiconductors that, you know, that’s affected a lot of different industries. How has that affected what you do and caused any difficulties or any help with what you’ve been trying to put out there?

 

Eli Assoolin

 

It’s certainly affects us, meaning that on one side we are a fabless company. There is a line in the fab and as a small company with a relatively small medium volumes, we are not always the first place in the line. And on the other hand, there are cases in which we need to plug our chip together with other components, so it’s all respects now about that. First of all, I think that this year start with a much better situation than we had before, and during the time we learn how to cope with these kinds of issues. Meaning that in the case that we need other components, we always find a way to use alternative components and about the line, the fab and so on. We just make a much, you know, long term planning. There is a crisis, but there are ways to cope with it. Personally, I don’t think that it’s going to last too much longer than maybe the next 12 months or so.

 

 1 
 

 

Nick Clayton

 

OK. One other macro thing there. Just given that you’re an Israeli company, I’m sure you have clients all over the place. Have the supply chain issues specifically impacted you as well?

 

Eli Assoolin

 

Well, you know, the last two years were not, you know, usually is any aspect of the what we are doing in the hardware got impacted by the COVID-19 pandemic and so on. But again, I mean the world continues, and this year started with a very positive momentum, and we feel that the crisis is kind of behind us.

 

Nick Clayton

 

And I’m really interested in once again that diversity in terms of the use cases of your chips. How different is your business model and kind of your place in the kind of the supply chain, the value chain with each of those different sectors, whether you talk about medical devices or something else? Or are there somewhere you’re selling through vendors or the others where you’re you have more of a direct relationship with?

 

Eli Assoolin

 

Yes, as I said we have two families of product. One is a machine vision in which we serve directly the market and we learned during time that you know, we cannot just come with the chip and try to sell it without proving that what we do is clickable. So, we went ahead and developed the full LIDAR as a reference design. So we have a full LIDAR, which we sell as a demo kit, a reference design, and we serve first year automotive industry four-point-zero AR glasses and many other application that we find amazing like you know construction and smart city and smart building and smart traffic, these market are served directly.

 

About the spectral chip, it’s a little bit different because spectral chip for itself cannot be, be applied to most of the applications. So, in this case we did it. I mean we approached the market through joint ventures. So, we have two joint ventures. The two of them are joint ventures with Israeli governmental companies. So, one is called Watersight is for water monitoring, and we are have this joint venture with the Israeli national water company, and we can allow water monitoring anytime any place. It’s a small, connected device, IT device, that you can put anywhere on the water grid, and it broadcasts and monitors the water and broadcasts to the cloud. This one is called Watersight, and the other one is called Virusight Diagnostic. And this one is with the Israeli hospital, and in this case, we can monitor pathogen like cause COVID-19 that we did the single test in 20 second we can diagnose COVID-19, but now we move to another pathogen. This company sells a full solution. So basically, if I need to summarize I, I would say that on the machine vision we serve directly the market. On the spectral, we do it via joint venture. That are basically AI software companies.

 

 2 
 

 

Nick Clayton

 

That’s interesting and I guess looking at that those differences, how do your margins compare whether you’re, you know, doing more of a hardware piece and being more direct versus working through the joint ventures, and do any of those business lines come with recurring revenue?

 

Eli Assoolin

 

Of course, I mean the thinking the in our field of semiconductor is that you have a road map kind of step-by-step evaluation until you get into a product. And once you get into a product, usually it’s a long-term engagement because it’s years that your chip is embedded in system or into a product. And then you need to supply and support. Basically, that’s the idea of semiconductor business about the spectral side. Their model is a little bit different. They sell the solution, so they sell the hardware like the sensing device. Most of the cases and the model is most to charge on a subscription. OK, so to charge on the data and the monthly subscription, which you basically give a service to, to the customer. So, for example Watersight, I know that AI these days, became a hot topic, but that’s exactly what we are doing. We sell one time the sensor, the sensor that sends the water, and with the subscription, the monthly subscription, we can support on the cloud, the AI analysis of the water or the beverage or whatever we, we do with.

 

Nick Clayton

 

Yeah, I see. And, and just given that you’re looking at lots of different markets there, I mean, how have you seen the, the sort of total addressable market for your products change over time and and and what do you expect to see in terms of those trends over the next several years?

 

Eli Assoolin

 

There was a few years ago the talk was that by this time we will see autonomous car on the street and maybe more than that. And we arrived at this time, and we realized that the not much autonomous car, but there is a good start. Now what we think when we talked from day one is that this technology of LIDAR and the 3D imaging and so on has a, a kind of an elephant in the room. And the elephant is the cost and the price. And if you try to sell LIDARS in, like a $5000 apiece, it won’t, it won’t work. So, what we develop from day one is that we give our customer the ability to develop and a full LIDAR with the price tag that less than $200.00, and sometimes much less than that, and that’s, that’s how the difference from the market. So, on one hand, we provide the super performance for our LIDAR. I mean we are not competing in, in terms of 400 meters and so on. Our speed spot is like up to 100 meter, full resolution, great performance, but very, very affordable price that match and mass market deployment.

 

Nick Clayton

 

And I wanted to get into that a little bit too. Just because I think again, you know, when people think LIDAR, they think it’s sort of all the same thing, where in reality there’s kind of different requirements, you know, in order to be able to do certain tasks, certain things. So, can you break that down a little bit in terms of, you know, what do you need in order to have a chip that’s working in a LIDAR solution for an assisted driving car on public roads? Versus, you know, something that’s helping guide autonomous industrial vehicles or other things or, or sensors. What, what, how do those? How does that market breakdown in terms of capability?

 

 3 
 

 

Eli Assoolin

 

We can divide this market into maybe 2 axes. One is the distance, the range, and one is the resolution. Basically, the range is dictated by the rule of physics. You know, you shoot the light source, and from the reflection, you need to calculate the distance for each pixel. Now there is of course a limitation to CMOS, the technology that we are using, but we found ways to improve it significantly and create distances of up to 100 meter with the light source that is really considered to be very low. And this is our core technology. How we do it. So, the range is 1 axis, and the, the second is the resolution. So, in this we are really good. So, our chip can work in with about half million pixels, and you can select each resolution that you want. So, I would say because our chip is relatively low price and high performance and have the flexibility to work in any resolution that you select, that’s what make it, uh, fitable to very different market and very different use case, while the other component dictate the rest of the bill of material. For example, the light source. Uh, you know the other component, the software, and that’s what makes it different. So, our chip again is very, I mean, compatible to many, many use cases.

 

Nick Clayton

 

Yeah, and we, we’ve ticked off a few of those so far, but I’m interested in, you know, among the, the use cases that we haven’t mentioned yet. You know, what are some of the interesting ones that you think that, you know, probably the average person doesn’t really think of when they think of LIDAR or some of that advanced sensing?

 

Eli Assoolin

 

The use cases are very different as we, as we said. I mean, let’s take some example. You know industry 4.0, you have a production line, you have a product running on the line. You need to do a quality assurance to this product, and you need to measure things in, you know, in range of microns, few micron. Now our chip can work in a mode that create one laser line that is extremely accurate. So just imagine a moving, you know, convey with all the product there, and there is a line of laser, and they are scanning through this line of laser, and we can, monitor exactly and measure exactly if the product was produced correctly or that’s a use case that we all, already, you know, sell to. We are one of the best in this area. There are some other use cases that we have seen with our new customers that I cannot really talk about because it’s kind of what’s going to happen in the coming years. But you know even today the smartphone, some of the smartphone include the LIDAR solution. We predict that this technology will be in most of the places that the regular camera exists, like security camera. It can be in you know, computing, it can be in robotic, it can be in AR glasses, metaverse glasses, and all of these use cases will need 3D imaging in an affordable cost, and we give high performance and affordable costs.

 

Nick Clayton

 

Great and, and I want to move over to the, the SPAC deal eventually here, but can you walk us through a little bit just in terms of your timeline as you’re commercializing all these various different tech pieces? Because as many companies that are sort of in this space, they have a lot of things that they’re affecting that’s going to hit the market a few years out, and there’s some big pivot points are coming in the future. Where are you in terms of your rollout of the products now, and, and where are you expecting the big jumps to occur?

 

 4 
 

 

Eli Assoolin

 

We are a company that, you know, we are going to merge with SPAC, but we have a very solid business plan. We, we are with our foot on the ground, we don’t consider future vision. We don’t sell the dream, only the dream, OK? We, on one hand we, we have a vision we, we can see the jump, and we can see a lot of other small jumps. And that’s why we build a plan that on one hand target, you know, market like autonomous driving and maybe also drones and some future applications. But on the other hand, we are already selling to the robotic market, to the industry four-point-zero market to the existing, the market that needs solution. For example, if you want to monitor elderly at home, or you want to follow up automatic doors in places, and the train, and things like that. All of these are immediate need of the market that already happen. So, on one hand, we serve the existing markets. On the other hand, we continue to develop and get ready to the, to the future with some exciting things that might, might happen to us.

 

Nick Clayton

 

Yeah, and I mean, I’m just looking kind of on that point, just looking at your, your presentation that accompanied your, this deal’s announcement. I mean, it looks like the way you, you put it, you’re looking at potentially some, some really big revenue increases in year three and year four as well as EBITDA increases. What are some of the things you see coming online and shifting and in that period?

 

Eli Assoolin

 

Yeah, I mean we, we think that eventually, the, there was a phase that the market need to learn what is the LIDAR, OK? That’s already happened. The market know what is the LIDAR, now the market need to understand how to integrate the LIDAR into the product in a way that it can be mass produced and not, you know, in a price that it’s not possible. So you know, instead to fight or to try to compete in the area of LIDAR, we think that we are going to serve a lot of the players that are now in the LIDAR market, whether it will be a 360 around the car, or whether it will be in every mirror of the car, or whether it will be DMS. We want to target mass market applications and, again, if you, if you are targeting to be in every home, in every elevator, in every you know, car, robots, AG V, that makes a big difference. Then try to target yourself to be on autonomous car. That might happen in 10 years from now. So that’s exactly what we, we try to do too - adjust ourselves to the market need today, OK? So that’s how we see the shift, and there are few areas in which we already see the shift, because you know what happened with the with the metaverse, with the AI, with the hand gesture that you want to operate a few things. How you communicate with computers, how you communicate with, with others, I mean, all this trend of AI and robotic and metaverse, and I mean that’s the trend that we are into it.

 

Nick Clayton

 

Great and, and looking at the, the SPAC deal itself. How did you come to the conclusion that, that the SPAC was probably the, the way you wanted to go in terms of your next stage of, of raising funds and getting to the public markets? I mean, how did that stand out over, you know, the possibilities of an IPO or private rounds - the other options there?

 

 5 
 

 

Eli Assoolin

 

Newsight is a, we are a little bit different company. We are not coming with the huge investment by VC. We are not invested by Big VC’s. Investments so far are really modest comparing to the semiconductor company. What needed to, to make six chips to we arrive to a point that we knew that we have a great technology, great market validation. We think that we can be very attractive to many big customers. Now there is a need, of course, to go to the US market and to the European market. And for that, we need to improve, improve our branding and to lend the correctly in the US. That’s, that’s why we came to the conclusion that going public will be the best thing to do and came and offer us look like a good decision. And I’m, I must tell you, you know, the specific SPAC that we are with, Vision Sensing, we are very lucky. There are very supportive, very experienced people that can take us on this point to a successful IPO. That’s what we believe, and we are very advanced in the process, OK? We are now in registration with the SEC, and we hope to be able to, to close it in the coming time.

 

Nick Clayton

 

Great and I was just interested in in asking this because we’ve seen a lot of companies, Israeli tech companies, go public with SPACs. I’m just interested in, you know, within Israel’s little Silicon Valley there, I guess, how prominent is the SPAC option being talked about, you know, among other companies, and, and how much activity is there in terms of SPACS themselves reaching out and, and just the general sense of you know, is this kind of the, the, the main path for an Israeli company that wants to go public in the US to to, to make it happen?

 

Eli Assoolin

 

Well, I must tell you that it’s depend on the, on the deal itself or the outcome. In some cases that the SPAC was not so successful. But in these cases, maybe the valuation was not reflecting the right value of the company. We think that our offer valuation and the business plan that we are and the validation, all the these signals seems to be correct, and we think that we are very attractive deal. So, I would say that there is not a general answer to your question. I mean, SPAC good or not for the Israeli company, it’s very dependent on the case. I think that in our case, it’s very good direction. It’s a great shortcut for us to go to be a public company and to land in the US in the right way we want, but for others, maybe it was, was not the, the best path.

 

Nick Clayton

 

And, and looking at some of those other companies, there are, you know, several that are from the LIDAR space, some even Israeli companies that are sort of involved in LIDAR and imaging and in some sense, I mean, just seeing how they performed since completing their, their deals. It’s been obviously a very difficult year and, and difficult market for tech companies in general. But I guess just you know, what does that do? You think tells you in terms of you know how patient the market is going to be as you provide updates and get, get your product rollouts and things like that.

 

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Eli Assoolin

 

We treat the LIDAR not as our main product. We don’t call ourselves LIDAR company. We, we are a semiconductor company. So if you want to compare us, it might be good to compare us to other semiconductor companies and not necessarily, you know, LIDAR companies. So, LIDAR is our customers. So, I think that there were few successes in, in the last IPO of semiconductor companies like Mobile Eye and also a lot of other cases in which the company built great semiconductor companies. So we this is our field. We are again the semiconductor company, and we serve the LIDAR market. But we think our about ourselves that solve the problem that the LIDAR market face, which is the price and make thing affordable. And unlike maybe other companies that deal with LIDAR, we never said that LIDAR is the only, you know, direction. We, we always had the depth imaging the industry four-point-zero and other vertical in parallel. So, we are component maker. And we serve all these verticals.

 

Nick Clayton

 

I guess looking forward a bit, what is sort of the on the technology side, some of the things that you’re most excited about in your space, granted of course, as you mentioned, you’re involved in several, but what is sort of the kind of the big thing you’re most excited about seeing come to fruition from the technology side in the coming years?

 

Eli Assoolin

 

If we talk about, you know, our offering and technology, I feel very lucky because you know we, we do good thing for humanity if we deal with the safe, safe system like others in a car. So, it’s safe life and save life and the automatic safe, safety system in car and all of this it’s saving life also in the spectral, we monitor water quality, so it’s also helping to the impact. I mean it’s a high impact company. No one introduced solution that can monitor water in a matter of 4000 spectral images per second. We take it to the cloud and then give an immediate alert in case the water is, is not good. Nobody else can do it in like we, we do, so, we feel that we contribute a lot. We can contribute a lot to the making water cleaner, and life healthier and, of course, about the diagnosis of pathogen. We, we think that our solution can be used for the current and next pandemic as well as other pathogen detection. So overall, if you ask what will make me excited, is then knowing that beside the good business that we, we are going to do, we also contribute to many aspects of our life. So, I mean that’s what make me excited.

 

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