UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment of Trust Agreement
On November 3, 2021, Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated November 1, 2021, as amended by Amendment No. 1 thereto dated May 1, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”) (the “Trust Agreement”). A form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-259766) for the Offering.
On October 25, 2023, at 12:00 p.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/visionsensing/sm2023, pursuant to due notice. At the special meeting, Company stockholders entitled to vote at the special meeting cast their votes and approved the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from November 3, 2023 to May 3, 2024 (or such earlier date after November 3, 2023, as determined by the VSAC Board).
The foregoing summary is qualified by the full text of the Trust Agreement Amendment, which is included as Exhibit 10.1 hereto and incorporated herein by reference.
Item 3.03. | Material Modification to Rights of Security Holders. |
Amendment of Certificate of Incorporation
As described in Item 5.03 below, the stockholders of the Company approved the Second Amendment to the Amended and Restated Certificate of Incorporation of the Company at the October 25, 2023, special meeting, and the Company subsequently filed the Second Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
Item 5.03. | Articles of Incorporation or Bylaws. |
The stockholders of the Company approved the Second Amendment to the Amended and Restated Certificate of Incorporation of the Company at the October 25, 2023, special meeting, giving the Company the right to extend the 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 (the “Termination Date”) by up to six (6) one-month extensions to May 3, 2024 (the “Extension Amendment Proposal”).
Following receipt of stockholder approval of the Extension Amendment Proposal, the Company filed the Second Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The foregoing summary is qualified by the full text of the Second Amendment to the Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.1 hereto and incorporated herein by reference.
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 25, 2023, at 12:00 p.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/visionsensing/sm2023, pursuant to due notice. On the record date of September 21, 2023, the Company had 4,615,208 shares entitled to vote at the special meeting. At the special meeting, holders of the Company’s common stock (the “Stockholders”) voted on two of the three proposals presented, each as described in the proxy statement/prospectus dated October 3, 2023, and cast their votes as described below:
Proposal 1- Extension Amendment Proposal
The Stockholders approved the Extension Amendment Proposal, giving the Company the right to extend the 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 (the “Termination Date”) by up to six (6) one-month extensions to May 3, 2024. The following is a tabulation of the voting results:
Common Stock:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
3,946,063 (85.501%) | 500 (0.011%) | 0 | N/A |
Proposal 2 - Trust Amendment Proposal
The Stockholders approved the Trust Amendment Proposal, pursuant to which the Investment Management Trust Agreement (the “Trust Agreement”), dated November 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), was amended to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from November 3, 2023 to May 3, 2024 (or such earlier date after November 3, 2023, as determined by the VSAC Board). The following is a tabulation of the voting results:
Common Stock:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
3,946,063 (85.501%) | 500 (0.011%) | 0 | N/A |
Proposal 3 – Adjournment Proposal
The third proposal to adjourn the Stockholder Meeting (the “Adjournment Proposal”), was not presented at the Stockholders Meeting since the Extension Amendment Proposal and the Trust Amendment Proposal received sufficient favorable votes to be adopted.
Item 8.01 | Other Events. |
Redemption of Shares
In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the special meeting, holders of 264,443 shares of Class A Common Stock exercised their right to redeem those shares for cash.
Item 9.01. | Exhibits. |
Exhibit Number | Description of Exhibit | |
3.1 | Second Amendment to the Amended and Restated Certificate of Incorporation. | |
10.1 | Amendment No. 2 to Investment Management Trust Agreement. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VISION SENSING ACQUISITION CORP. | ||
Date: October 26, 2023 | By: | /s/ George Peter Sobek |
George Peter Sobek | ||
Chief Executive Officer |
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