Vision Sensing Acquisition Corp. Announces Intent

NEW YORK, July 1, 2024 (GLOBE NEWSWIRE) — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Business”), a special purpose acquisition company, today announced that it has notified Continental Stock Transfer & Trust Company that it intends to extend the deadline by which the Company must consummate its original business combination from July 3, 2024 to August 3, 2024 and that its sponsor, Vision Sensing, LLC, intends to deposit into the Company’s trust account an aggregate amount of $51,016.10 by July 3, 2024 (the “Enlargement“). In connection with the extension, the Company intends to issue to its sponsor a non-interest-bearing, unsecured promissory note in the principal amount of $51,016.10 as financing consideration. This will be the second of six one-month extensions that the Company is authorized to obtain under its amended and restated certificate of incorporation, last amended on April 30, 2024.

The Extension provides the Company with additional time to complete the initial business combination. The Company is a party to the Agreement and Plan of Merger dated January 12, 2024 (the “Mediforum Business Merger Agreement”) with Mediforum Co. Ltd., a Korean company (“Medium forum“).

About Mediforum

Mediforum Co., Ltd is a leading Korean biotechnology company founded in 2015 and headquartered in Seoul, Korea, led by a management team that has a deep understanding of the biotechnology industry and a proven track record of success. Mediforum’s mission is to improve the quality of life for people struggling with diseases such as Alzheimer’s disease (AD) and neuropathic pain. Our flagship product PM012, with a diverse portfolio that includes anti-dementia drugs and functional health foods, is currently in Phase 2b development for Alzheimer’s disease (AD), with plans for further Phase 3 trials in Korea and the US. PM012 is also investigating indications for Parkinson’s disease (PD) and stroke. In the non-narcotic therapeutics field, MF018 is in Phase 2 development for chemotherapy-induced peripheral neuropathy (CIPN), with Phase 3 trials planned. Its versatility includes diabetic peripheral neuropathy (DPN). As Mediforum anticipates its listing on NASDAQ, Mediforum is poised to become the first Korean biotechnology company on this global platform, solidifying its commitment to technology, innovation and transformative healthcare solutions. For more information, please visit: http://gmediforum.com/us.

Norwich Capital Limited and American General Business Association & SME Overseas IPO Capital Group are acting as lead and co-lead advisors to Mediforum, Loeb & Loeb LLP is serving as legal advisor to Mediforum in the United States, and Next Law LLP is serving as legal advisor to Mediforum in Korea.

About Vision Sensing Acquisition Corp.

Vision Sensing Acquisition Corp. (“VSAC”) is a special purpose acquisition company (“TO SLEEP”), which aims to focus on acquiring a private technology company.

EF Hutton, a division of Benchmark Investments, LLC, is serving as capital markets advisor to VSAC and ARC Group Limited is serving as financial advisor to VSAC.

Forward-looking statements

This press release contains, and certain oral statements by representatives of VSAC, Mediforum and their respective affiliates may from time to time contain, “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. VSAC’s and Mediforum’s actual results may differ from their expectations, estimates and projections and, accordingly, these forward-looking statements should not be relied upon as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “anticipates,” “potential,” “could” and “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, VSAC’s and Mediforum’s expectations regarding the future results and anticipated financial effects of the business combination, the satisfaction of the conditions to the closing of the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expected. Most of these factors are beyond the control of VSAC or Mediforum and are difficult to predict. Factors that could cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could cause the Merger Agreement to terminate with respect to the proposed business combination; (2) the outcome of any legal proceedings that may be brought against VSAC or Mediforum following the announcement of the Merger Agreement and the transactions contemplated thereby; (3) the inability to consummate the business combination, including due to the failure to obtain the approval of VSAC’s stockholders or other closing conditions in the Merger Agreement; (4) delays in obtaining or the inability to obtain the necessary regulatory approvals (including approvals from insurance regulators) required to consummate the transactions contemplated by the Merger Agreement; (5) the occurrence of any event, change or other circumstance that could result in the termination of the Merger Agreement or otherwise cause the transaction not to be consummated; (6) the inability to obtain or maintain a listing of the Company’s common stock on Nasdaq after the business combination; (7) the risk that the business combination will disrupt current plans and operations as a result of the announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to profitably grow and manage growth and retain key employees; (9) the costs associated with the business combination; (10) changes in applicable laws or regulations; (11) the possibility that Mediforum or the combined company may be adversely affected by other economic, business and/or competitive factors; and (12) other risks and uncertainties that will be identified in the Form S-4 or Form F-4 filed by VSAC (if available) with respect to the business combination, including those under “Risk Factors” included therein and in other documents filed with the Securities and Exchange Commission (“SEC”) by VSAC and Mediforum. VSAC and Mediforum caution that the foregoing list of factors is not exclusive. VSAC and Mediforum caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Neither VSAC nor Mediforum undertakes or accepts any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. The information contained on any website referred to herein is not, and shall not be deemed to be, part of or incorporated into this press release.

Additional information and where to find it

In connection with the proposed transaction, the Mediforum Business Combination Agreement calls on VSAC and Mediforum to cause a registration statement on Form F-4 or Form S-4 to be filed with the SEC that will include a proxy statement to be distributed to VSAC stockholders in connection with VSAC’s solicitation of proxies to vote by VSAC stockholders in connection with the proposed transaction and other matters described in the registration statement, and a prospectus relating to the Mediforum securities to be issued in connection with the proposed transaction. VSAC stockholders and other interested persons are urged to read, when available, the preliminary proxy statement/prospectus and any amendments thereto and, when available, the definitive proxy statement/prospectus in connection with VSAC’s solicitation of proxies for the special meeting of stockholders to be held to approve, among other things, the proposed transaction because these documents will contain important information about VSAC, Mediforum and the proposed transaction. Once the registration statement has been filed and declared effective, VSAC will mail a definitive proxy statement and other relevant documents to its stockholders on the record date that will be set for voting on the proposed transaction. Stockholders may also obtain a copy of the preliminary and definitive proxy statement/prospectus to be included with the registration statement, when available, and other documents filed with the SEC concerning the proposed transaction and other documents filed with the SEC, free of charge, on the SEC’s website at www.sec.gov.

Tender participants

VSAC, Mediforum and their respective directors, executive officers and other officers and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from VSAC stockholders in connection with the proposed transaction. Information regarding the persons who, under SEC rules, may be deemed to be participants in the solicitation of proxies from VSAC stockholders in connection with the proposed transaction will be included in the proxy statement/prospectus accompanying the Registration Statement to be filed with the SEC in connection with the proposed transaction. More information about VSAC’s directors and executive officers can be found in VSAC’s final prospectus for its initial public offering. Additional information regarding the participants in the solicitation of proxies and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Stockholders, prospective investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Free copies of these documents can be obtained from the sources indicated above.

No offer or invitation

This press release is not a proxy statement or a solicitation of any power of attorney, consent or authorization with respect to any securities or with respect to the potential transaction and shall not constitute an offer to sell or the solicitation of an offer to buy any securities of VSAC, Mediforum or the combined company, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.