VSACU

Vision Sensing Acquisition Corp

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VSACU

Vision Sensing Acquisition Corp

NASDAQ

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powercrush86 Free

11/02/21 12:40 PM

Post #3

interesting to see what they may merge into these plays are hot lately

MInvesting4867 Free

11/01/21 11:02 AM

Post #2

Filed Pre-Market EFFECT - https://www.otcmarkets.com/filing/html?id=15315445&guid=ojbwkFQ01_6YOth

MInvesting4867 Free

11/01/21 10:54 AM

Post #1

S-1/A Filed 12/10/21

https://www.otcmarkets.com/filing/html?id=15277176&guid=ojbwkFQ01_6YOth

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Vision Sensing Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware 6770 87-2323481
(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Suite 500, 78 SW 7th Street

Miami, Florida 33130

Telephone: (786) 633-2520

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

George Peter Sobek

Chairman and Chief Executive Officer

Suite 500, 78 SW 7th Street

Miami, Florida 33130

Telephone: (786) 633-2520

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Ari Edelman, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

Tel: (212) 521-5400

Gerald J. Guarcini, Esq.

Peter Jaslow, Esq.

Ballard Spahr LLP

1735 Market Street, 51st Floor,

Philadelphia, PA 19103

Telephone: (215) 665-8500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ?

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ? Accelerated filer ?

Non-accelerated filer ? Smaller reporting company ?

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 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered Amount
Being
Registered Proposed
Maximum
Offering
Price per
Security(1) Proposed
Maximum
Aggregate
Offering
Price(1) Amount of
Registration
Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value and three-quarters of one redeemable warrant (2) 10,120,000 Units $ 10.00 $ 101,200,000 $ 11,041
Shares of Class A common stock included as part of the units(3) 10,120,000 Shares — — — (4)
Redeemable warrants included as part of the units(3) 7,590,000 Warrants — — — (4)
Total $ 101,200,000 $ 11,041
(5)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Includes 1,320,000 units, consisting of 1,320,000 shares of Class A common stock and 990,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4) No fee pursuant to Rule 457(g).
(5)

Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 12, 2021

$88,000,000

Vision Sensing Acquisition Corp.

8,800,000 Units

Vision Sensing Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination throughout this prospectus. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and three-quarters of one redeemable warrant as described in more detail in this prospectus. Only whole warrants are exercisable. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of four units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,320,000 units to cover over-allotments, if any.

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we are unable to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein.

Our sponsor, Vision Sensing LLC, has agreed to purchase an aggregate of 426,500 placement units (or 472,700 placement units if the underwriter’s over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $4,265,000 ($4,727,000 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering.

Our initial stockholders own an aggregate of 2,530,000 shares of our Class B common stock (up to 330,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment as described herein.

Currently, there is no public market for our units, Class A common stock or warrants. We have applied to list our units on The Nasdaq Global Market, or Nasdaq, under the symbol “VSACU”. We expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd business day following the date of this prospectus unless EF Hutton, division of Benchmark Investments, LLC (the “representative”) informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listed on Nasdaq under the symbols “VSAC” and “VSACW,” respectively.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 29 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Unit Total
Public offering price $ 10.00 $ 88,000,000
Underwriting discounts and commissions(1) $ 0.55 $ 4,840,000
Proceeds, before expenses, to Vision Sensing Acquisition Corp. $ 9.45 $ 83,160,000

(1) Includes $0.35 per unit, or $3,080,000 (or $3,542,000 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the representative of the underwriters only on completion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled “Underwriting” beginning on page 143 for a description of compensation and other items of value payable to the underwriters.

Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $89,320,000 (or $102,718,000 if the underwriters’ over-allotment option is exercised in full) ($10.15 per unit in either case) will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021.

Sole Book-Running Manager

EF HUTTON

division of Benchmark Investments, LLC

, 2021

Vision Sensing Acquisition Corp (VSACU)

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Vision Sensing Acquisition Corp.

"We are a newly-organized blank check company incorporated in August 2021, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on companies with operations in vision sensing technologies (“VST”), including hardware chip solutions (such as chips, modules and systems), VST-related application software, artificial intelligence and other peripheral technologies that assist to integrate and/or supplement VST applications. There is no restriction in the geographic location of targets we can pursue, however, we expressly disclaim any intent to and will not consummate a business combination with a target business located in China or Hong Kong."

Our Management Team

Our management team is led by Mr. George Peter Sobek, our Chairman and Chief Executive Officer, who has served many executive roles in the financial industry over a more than 20-year career serving as director and executive officer of multiple companies operating within the global financial markets. An expert in regulatory compliance, operational risk and corporate governance, Mr. Sobek has been responsible for developing and implementing business strategies and operational processes for some of the world’s leading financial institutions. He has been engaged by both buy side and sell side investment firms in corporate finance, trading, sales, and investment management. Over his career, Mr. Sobek has developed an extensive network and we believe his knowledge and exposure on a global scale will enable us to locate and attract potential targets. Among his recent engagements, from February 2019 to March 2021, Mr. Sobek was the Deputy Chief Compliance Officer and Money Laundering Reporting Officer of APAC, Citadel Group, including Citadel Asset Management, a global multi-strategy Hedge Fund, and Citadel Securities, a proprietary electronic trading firm and liquidity provider. From September 2014 to December 2018, Mr. Sobek was the APAC Head of Compliance; Business Development for Jane Street Asia Limited, a global proprietary electronic trading firm and liquidity provider that trades a range of global financial products. Prior thereto, Mr. Sobek worked in senior executive roles in a number of major investment firms. Mr. Sobek has an LLB (Hons) degree from the University of Hertfordshire and is a member of the New York State Bar Association. He has numerous certifications from industry and regulatory bodies related to securities regulation, practice, and governance.

Our Chief Financial Officer, Mr. Hang Kon Louis Ma, is a highly experienced senior executive with extensive management and financial experience in listed companies in the United States and Hong Kong. He is currently an executive director, the chief financial officer, and the company secretary of G.A. Holdings Limited (SEHK: 8126), a listed company trading on the Hong Kong Stock Exchange Limited and serves as an independent non-executive director of Carnival Group International Holdings Limited (SEHK: 0996), which is also a listed company in Hong Kong. He is familiar with Hong Kong listing rules and has hands-on experience in listed companies including the initial public offerings, reverse takeovers, and mergers and acquisitions. He has been the key liaison of various listed companies with both the Stock Exchange of Hong Kong and the Securities and Futures Commission of Hong Kong. Among his recent engagements, since November 2015, Mr. Ma has been serving as an executive director, the Chief Financial Officer and Company Secretary for G.A. Holdings Limited, which engages in the sale, servicing and after-sales business of automobiles covering leading brands such as Ferrari, Maserati and BMW in China, and car rental business under Hertz licensing in Hong Kong. Since May 2019, he has been serving as an independent, non-executive director of Carnival Group International Holdings Limited, which principally engages in theme-based leisure and consumption business, focusing on the design, development, and operation of integrated large-scale tourist complex projects. Mr. Ma previously held senior positions at a number of international corporations and local enterprises in Hong Kong. An accountant by training, he held senior positions at one of the “Big Four” accounting firms and at a consulting subsidiary of another major accounting firm. Mr. Ma is a chartered secretary in the United Kingdom and Hong Kong, a chartered certified accountant in the United Kingdom, and a certified public accountant in Hong Kong and the United States. He received his Professional Diploma in Company Secretaryship & Administration from The Hong Kong Polytechnic (the predecessor to The Hong Kong Polytechnic University). Mr. Ma holds a master of business administration degree from Kellogg School of Management, Northwestern University & Hong Kong University of Science and Technology.

Our directors and director nominees

Joseph Mitchell Magen, our director nominee, is a trained software engineer and venture capitalist with more than 20 years of experience in high-tech companies, software development and the Israeli venture capital industry. Since June 2017, Mr. Magen has been serving as an investment advisor, broker and representative for two Israel based investment partnerships: Isratrade Investments and Management Ltd. (isratrade.co.il) and 12 Stones Investments (12stones.co.il). These firms have served as a bridge between investors throughout the Middle East and technology companies there and in Asia. Starting in 2020, Mr. Magen has worked as the managing editor for an Israeli news media site, All Israel News (allisrael.com), which is under a US non-profit organization, Near East Media. Previously, he worked at Evergreen Venture Partners and Red Hat Israel Ltd., a subsidiary of Red Hat, Inc. Mr. Magen holds a Bachelor of Science degree in Industrial and Systems Engineering from the Virginia Polytechnic Institute and State University and a Master of Business Administration degree from Bar-Ilan University, Israel.

William Welser IV, our director nominee, is a passionate, curious, and creative technologist motivated by tackling and communicating complex problems, Mr. Welser operates regularly at the forefront of working across disciplinary boundaries and business sectors toward the development and application of leading-edge technologies. Since April 2020, Mr. Welser has been the co-founder, Chief Executive Officer and Chief Technology Officer of Lotic.ai, LLC, a digital behavior company that combines clinical and behavioral sciences with state-of-the-art network analysis, data science and artificial intelligence (AI) to help humans understand themselves more fully and make better decisions. Since January 2018, Mr. Welser has also spent time as a sole proprietor delivering advanced technology expertise and consulting in the areas of healthcare, finance, and media. His technological achievements include developing a distributed ledger system to enable cross-border transactions, designing a multi-sided platform solution for a large healthcare system, scoping media concepts for merged media products, due diligence for acquisitions and partnerships, and design and scaling of a polymerase chain reaction (PCR) testing lab focused on COVID-19 detection and research. In the period spanning April 2019 to January 2020, Mr. Welser served as the Chief Technology Officer and Chief of Nano Labs for Nano Global Corporation. In this role he was the executive charged with the responsibilities of designing, building, testing, and preparing customer-facing products and features for release to the marketplace. From March 2018 until January 2019, Mr. Welser was a Senior Partner for ReD Associates, a boutique consulting firm. In this role, he was responsible for building and integrating a technology-focused set of offerings for Fortune 100 firms. From 2008 to 2018, Mr. Welser served in various senior and executive roles at the RAND Corporation, a noted policy institution and think tank, including serving as Director of the Engineering and Applied Sciences Research Department, as Senior Management Scientist, as Professor at the Pardee RAND Graduate School, and as co-founder and co-director of RAND’s Impact Lab. Following his departure as a full-time employee in March 2018, Mr. Welser has continued to contribute to RAND’s mission as an Adjunct, Senior Management Scientist. Previously, Mr. Welser served in the United States Air Force as an acquisitions officer and engineer responsible for program management, design of next generation technologies, systems engineering, and procurement and production of advanced technologies, some of which are actively used in the cyber, air, and space realms. In addition, Mr. Welser has held a number of important advisory and public speaking roles and has been a prolific author of research papers and periodical publications. His numerous publications in major outlets have informed policy decision-makers, corporate leaders, and the public on topics such as bias in artificial intelligence, future of work, privacy and cryptography, future of high performance computing, space debris mitigation and remediation, design of commercially-focused aerial drones, vulnerabilities and capabilities of space, air, and cyber systems, and performance of supply chain and industrial base systems. Mr. Welser received his Bachelor of Science degree in Chemical Engineering from University of Virginia, his Master of Business Administration degree from Boston College, and his Master of Science degree in Finance from Boston College.

Garry Richard Stein, our director nominee, has global experience of over 50 years in banking, investment management, mergers and acquisitions, private equity, and public and private board and executive roles. He is a financial and strategic advisor for a number of resource-based, scientific and technology ventures. Since August 2021, Mr. Stein has been serving as an independent non-executive director of Liberty Resources Acquisition Corp. and the manager of its sponsor, Liberty Fields LLC. Liberty Resources is a blank check special purpose acquisition company. Since May 2021, Mr. Stein has been serving as an executive director and the Chief Financial Officer of PHP Ventures Acquisition Corp. (NASDAQ: PPHPU). PHP is a Nasdaq listed blank check special purpose acquisition company aiming to acquire consumer-facing companies with a significant Africa presence or a compelling Africa potential. From July 2019 to September 2021, Mr. Stein served as a director of Hope Gold Limited, a junior gold mining producer in the Republic of Ghana and until April 2021, he also served as its Chief Financial Officer. From November 2017 to March 2019, Mr. Stein served as the Managing Partner and Chief Knowledge Officer of Quotable Management Limited. Quotable was a strategic advisor in partnership with the World Reserve Trust Group of Companies in development and operation of the technology design for the global trade settlement platform based on Digital Ledger Technology. In this role, Mr. Stein was instrumental in the strategic planning, design concepts and implementation of modern distributed ledger and related technologies to the issues of global trade on which he held several trademarks and patents. Mr. Stein was the founder and, from November 2013 to January 2018, the Managing Director of CAF Limited, a company established to develop and operate a unique new financial services business that designed a unique structured finance commodity streaming product. In addition, Mr. Stein was the President of a top-performing resource based mutual fund, head of investments for a Canadian bank, head of asset/liability management for a major Canadian bank, manager of a large high-income bond fund, and held several other advisory and investment management roles. He held roles as director and/or officer of numerous public and private companies and foundations. Mr. Stein holds a Bachelor of Science degree in Chemistry from the Case Western Reserve University, a Master of Applied Science degree in Metallurgy and Material Science from University of Toronto, a Master of Business Administration degree from Schulich School of Business, York University, and is a Fellow of the Institute of Canadian Banking.

In addition, we have engaged the services of ARC Group Limited (which we refer to as our financial advisor) to provide financial advisory services to us in connection with this offering.

Business Strategy

While we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search on companies with operations in the VST, including hardware chip solutions (such as chips, modules and systems), VST-related application software, artificial intelligence and other peripheral technologies that assist to integrate and/or supplement VST applications. There is no restriction in the geographic location of targets we can pursue, however, we expressly disclaim any intent to and will not consummate a business combination with a target business located in China or Hong Kong.

Competitive Advantages

We intend to capitalize on the following competitive advantages in our pursuit of a target company:

	?	*Established Deal Sourcing Network.* We believe the strong track record, industry experience and networks of our board and management team and our financial advisor, ARC Group Limited, will enable us to generate a quality deal pipeline. In addition, we believe we, through our board, management team and financial advisor, have contacts and sources from which to generate acquisition opportunities and possibly seek complementary follow-on business arrangements. These contacts and sources include those in government, private and public companies, private equity and venture capital funds, investment bankers, attorneys and accountants.

		Experience recognizing key technology trends: Members of our team have demonstrated experience in managing and growing businesses at the epicenter of major technology trends. More recently, certain team members have been active in identifying and investing, at earlier stages, in companies focusing on the next big trends, such as artificial intelligence, robotics, cloud services and automotive technology.

		Experience identifying strong management teams: With key members of our team having had significant senior executive roles in operating and investing in technology companies, we believe we have an ability to identify the characteristics of successful business leaders, and effectively engage with these management teams. In addition, members of our team have more recently been investing in many founder-led businesses.

		History of operating experience: Members of our team are seasoned operators having held executive level roles in various companies. We have experience in developing and executing strategy, building and retaining teams, and executing business combinations among other activities.

		Deep network and connections to company founders: Our team has numerous existing connections to company founders and business leaders across sectors within the technology industry. Members of our team have invested in many companies, served on many boards and worked with many influential founders and senior management teams within the technology industry, and specifically the sectors we intend to initially focus on.

Status as a Publicly Listed Acquisition Company. We believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our stockholders (if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe our target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’ interests than it would as a private company. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management staffs.

Industry Opportunity

While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on a target with operations in vision sensing technologies (“VST”), including hardware chip solutions (such as chips, modules and systems), VST-related application software, artificial intelligence and other peripheral technologies that assist to integrate and/or supplement VST applications. There is no restriction in the geographic location of targets we can pursue, however, we expressly disclaim any intent to and will not consummate a business combination with a target business located in China or Hong Kong.

VST can be used to sense, record, interpret, render, and respond to images and spectral signals in the real world. VST can be used to capture images and spectral signals at high speed to determine the presence, orientation and the accuracy of surrounding objects. VST is an essential technology to the Internet of Things (“IoT”). It can make a factory more efficient or a vehicle safer and can detect impurities or disease. It has been widely adopted in many industries and becoming an important element for smart future developments.

Some of the many applications of VST include:

	?	Machine Vision for use in rendering of images for applications such as robotics, manufacturing, high speed sensing and so on;
	?	Automotive for use in applications such as self-driving cars or on-board safety systems;
	?	Spectral Analysis for use in applications such as substance analysis, quality control (such as for water and food), medical diagnostics and other similar applications;
	?	Smart City of the Future for use in IoT appliances such as smart refrigerators, traffic systems, waste management systems and more.

While a few major global competitors exist in this field, smaller, more nimble developers of advanced and high-quality technology often lack sufficient funding and support to develop new products and applications. Using the expertise and relationships of our sponsor, directors and management team, we will seek to acquire a target at the forefront of evolving VST field that has the potential to offer ground-breaking new paradigms to VST and its applications. We will search for companies and technologies with the following attributes:

	?	Innovative, potential high value technology;
	?	Potential for paradigm shifting technology and/or its application;
	?	Unique, patentable technologies;
	?	Barriers to competitive entry;
	?	Strong and committed management;
	?	Current or early earnings and cash flow with high growth potential;
	?	Manageable investment capital requirements;
	?	Existing or potential strategic partnerships;
	?	Reasonable acquisition price/valuation with potential for value enhancement contribution by our team

Target Market Analysis

Because the use of VST covers many potential applications and markets, we have analyzed the growth potential for these applications based on the various sectors identified.

Chips

Among the various types of VST chips are vision chips, VR/AR chips and 2D/3D Lidar chips.

A vision chip is an integrated circuit having both image sensing circuitry and image processing circuitry on the same integrated circuit die. End user applications in this sector include smartphones, ADAS, camera, drones, AR/VR products and vertical applications include consumer electronics, automotive, security and surveillance. According to MarketsandMarkets’ data, the vision processing unit market is expected to grow from $1.3 billion in 2019 to $3.2 billion by 2024 at a CAGR of 18.7%. Major factors driving the market growth include the increasing adoption of premium smartphones, growing adoption of edge AI, and rising demand for high-end computing capabilities for computer and machine vision.

The global AR/VR chip market size was valued at $1.38 billion in 2018, and is projected to reach $7.76 billion by 2026, registering a CAGR of 23.3% from 2019 to 2026, based on the data of Allied Market Research. Augmented and virtual reality provide the potential for a cost-effective and efficient solutions in many areas, particularly in training and skill development as it replicates the real scenarios by using augmented and virtual reality enabled solutions.

Lidar uses the precision of lasers to sense an environment by emitting them into the nearby environment and measuring the time taken for them to be reflected from objects and returned to the sensor. This allows for the rapid measurement of the distances from various objects and three-dimensional mapping of the environment of objects. It is often used as the “eyes” for autonomous cars but are also used in facial recognition software and by autonomous robots and drones. The sales in the Lidar component market totaled $682 million in 2020 and is forecast to reach $2.932 billion in 2025, representing a CAGR of 34%, according to a report published by eeNews Europe.

Automotive

VST has numerous potential applications in the automotive and transportation market, particularly for driving vision and driving security. According to the estimates of Allied Market Research, the global autonomous vehicle market would reach $54.23 billion in 2019 and is forecast to reach $556.67 billion by 2026 for a 39.47% CAGR.

Spectral Analysis

Spectral analysis applications of VST are numerous and considered by us to offer an excellent opportunity, especially given the current COVID-19 pandemic. In healthcare alone opportunities exist for use of VST in spectral analysis for diagnostic purposes. According to a report by Transparency Market Research, the global remote diagnostic market alone reached $12.88 billion in 2016 and is forecast to grow to $42.04 billion by 2025, representing a 14.8% CAGR.

Internet of Things

The applications of VST to the IoT and the smart home and smart city of the future are considered to represent an exceptional opportunity. IoT describes the network of physical objects, so known as, “things” - that are embedded with sensors, software, and other technologies that are used for the purpose of connecting and exchanging data with other devices and systems over the Internet. Such networks can have applications in consumer, commercial, industrial and infrastructure applications. Essential to the working of these networks is the sensing of things using VST.

https://www.sec.gov/Archives/edgar/data/0001883983/000149315221025169/forms-1a.htm

'Vision Sensing Acquisition Corp. announced the pricing of its $88 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “VSACU” Monday, November 1.

The new SPAC intends to search for a merger target among hardware chip firms, vision sensing software developers and those with AI tools. Vision Sensing is led by Chairman and CEO George Peter Sobek alongside CFO and Secretary Hang Kon Louis Ma.

Total SPAC deal count for 2021 year-to-date is now 505. This offering is expected to close on Wednesday, November 3.

EF Hutton is acting as the sole book-running manager for this offering. Reed Smith LLP is serving as Issuer’s Counsel with Ballard Spahr LLP serving as Underwriter’s Counsel. Adeptus Partners, LLC serves as auditor. Continental Stock Transfer & Trust Company is acting as trustee.'

https://spacinsider.com/2021/11/01/vision-sensing-acquisition-corp-prices-88m-ipo/

For Further Disclosures DO YOUR DD! Here's one source: https://www.sec.gov/edgar/browse/?CIK=1883983&owner=exclude

"This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and three-quarters of one redeemable warrant as described in more detail in this prospectus. Only whole warrants are exercisable. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase a multiple of four units, the number of warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,320,000 units to cover over-allotments, if any."