UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On January 3, 2024, Vision Sensing Acquisition Corp. (the “Company”) a special purpose acquisition company, issued a press release announcing that on January 2, 2024 its sponsor, Vision Sensing, LLC, deposited $60,000 into the Company’s trust account, which is the sum that the Company must pay to extend the date by which the Company must consummate its initial business combination from January 3, 2024 to February 3, 2024 (the “Extension”). The Company has issued to its sponsor a non-interest bearing, unsecured promissory note in the principal amount of $60,000 as consideration for the funding. This is the third of up to six one-month extensions that the Company is authorized to obtain under its amended and restated certificate of incorporation as recently amended on October 25, 2023. The Extension provides the Company with additional time to find an acquisition target and complete its initial business combination.
A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. the Company’s actual results may differ from its 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, risks and uncertainties described in reports and other public filings with the SEC by the Company, including the Company’s Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 24, 2023 and its most recent Forms 10-Q, as filed with the SEC on May 15, 2023 and August 28, 2023. These risk factors are 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 the Company does presently know, or that the Company currently believes 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. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. The Company undertakes 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.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press Release dated January 3, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 3, 2024 | By: | /s/ George Peter Sobek |
| George Peter Sobek | ||
| Chief Executive Officer | ||