Vision Sensing Acquisition Corp. announces intention

NEW YORK, May 30, 2024 (GLOBE NEWSWIRE) — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (“Business“”), the Purpose Acquirer announced today that it has notified Continental Stock Transfer & Trust Company of its intention to extend the deadline by which the Company must complete its initial business combination from June 3, 2024 to July 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 June 3, 2024 (“Enlargement“). In connection with the Extension, the Company intends to issue to its sponsor an interest-free, unsecured note in the principal amount of $51,016.10 as consideration for the financing. This will be the second of up to six one-month extensions that the Company is authorized to obtain under its amended and restated certificate of incorporation, as 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 Merger Plan of January 12, 2024 (“Mediforum companies merger agreement”) from Mediforum Co. Ltd., a Korean company (“Mediforum“).

About Mediforum

Mediforum Co., Ltd is a leading Korean biotechnology company founded in 2015, headquartered in Seoul, Korea and 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 of people struggling with diseases such as Alzheimer’s disease (AD) and neuropathic pain. With a diverse portfolio including anti-dementia medicines and healthy functional foods, our flagship product, PM012, is currently in Phase 2b trials for Alzheimer’s disease (AD), with plans for further Phase 3 trials in Korea and the US PM012 is also investigating indications for the disease Parkinson’s disease (PD) and stroke. In terms of non-narcotic therapies, MF018 is in Phase 2 for the treatment of chemotherapy-induced peripheral neuropathy (CIPN), with Phase 3 trials planned. Its versatility also extends to diabetic peripheral neuropathy (DPN). Pending Mediforum’s listing on NASDAQ, Mediforum is poised to become the first Korean biotechnology company on this global platform, strengthening its commitment to technology, innovation and revolutionary healthcare solutions. More information can be found at: http://gmediforum.com/us.

Norwich Capital Limited and American General Business Association & SME Overseas IPO Capital Group are acting as general counsel and co-counsel to Mediforum, Loeb & Loeb LLP is serving as U.S. legal counsel to Mediforum, and Next Law LLP is acting as Korean legal counsel to Mediforum.

About Vision Sensing Acquisition Corp.

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

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

Forward-looking statements

This press release contains, and certain oral statements made 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 and Mediforum’s actual results may differ from their expectations, estimates and projections, and you should not rely on these forward-looking statements as predictions of future events. Words like “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should” , “believes,” “anticipates,” “potential,” “may” and “continues” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, among other things, VSAC’s and Mediforum’s expectations regarding the future results and expected financial effects of the business combination, the satisfaction of closing conditions to the business combination and the timing of completion of the business combination. 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 beyond the control of VSAC or Mediforum and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could result in the termination of the Merger Agreement with respect to the proposed business combination; (2) the outcome of any legal proceedings that may be brought against VSAC or Mediforum in connection with the announcement of the Merger Agreement and the transactions contemplated therein; (3) inability to complete the merger of the companies, including due to lack of consent of VSAC shareholders or other conditions for concluding the Merger Agreement; (4) delays in obtaining or inability to obtain necessary regulatory approvals (including insurance regulatory approvals) required to complete the transactions contemplated by the Merger Agreement; (5) the occurrence of an event, change or other circumstance that may constitute grounds for termination of the Merger Agreement or otherwise result in the transaction not being finalized; (6) the inability to obtain or maintain a listing of the company’s post-acquisition common stock on the Nasdaq Stock Exchange as a result of the business combination; (7) the risk that the business combination will disrupt ongoing plans and operations as a result of the announcement and consummation of the merger; (8) the ability to recognize the anticipated benefits of the business combination, which may be influenced by, among others, competition, the combined company’s ability to grow and manage growth profitably and retain key employees; (9) costs related to business combinations; (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 must be identified in the Form S-4 or Form F-4 filed by VSAC (if available) in connection with the business combination, including in the “Risk Factors” section of this document and in other filings with the Securities and Exchange Commission (“SEC”) prepared by VSAC and Mediforum. VSAC and Mediforum caution that the above 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 assumes any obligation or obligation to publicly release any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based , subject to applicable law. Information contained on any website referred to herein is not and will not be considered 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 requires VSAC and Mediforum to cause a registration statement on Form F-4 or S-4 to be filed with the SEC, which will include a proxy statement that will be distributed to VSAC’s stockholders in connection with VSAC’s solicitation of proxies. for voting by VSAC stockholders in connection with the proposed transaction and other matters described in the registration statement, and a prospectus relating to Mediforum securities to be issued in connection with the proposed transaction. VSAC shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and any amendments thereto, and the definitive proxy statement/prospectus, when available, in connection with VSAC’s solicitation powers of attorney for an extraordinary meeting of shareholders to approve, among others: the proposed transaction because these documents will contain material information relating to VSAC, Mediforum and the proposed transaction. Once the registration statement has been filed and deemed effective, VSAC will send its shareholders a definitive proxy statement and other relevant documents as of the record date to vote on the proposed transaction. Shareholders may also obtain, free of charge, a copy of the preliminary and final proxy statement/prospectus to be included with the registration statement, once available, and other documents filed with the SEC relating to the proposed transaction, and other documents filed with the SEC, on the SEC’s website at www.sec.gov.

Participants of the invitation

VSAC, Mediforum and their directors, 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 persons who, under SEC rules, may be deemed to be participating in the solicitation of VSAC stockholders in connection with the proposed transaction will be included in the proxy statement/prospectus included in the Registration Statement to be filed with the SEC in connection with the proposed transaction. More information about VSAC’s directors and officers can be found in VSAC’s final prospectus for its initial public offering. Additional information regarding the proxy participants and a description of their direct and indirect interests will be included in the proxy statement/prospectus when available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully, when it is 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 does not constitute a representation or solicitation of any proxy, consent or authorization with respect to any securities or with respect to a potential transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities of VSAC, Mediforum or the combined company, nor does it there will be no 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 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.