Vision Sensing Acquisition Corp. (NASDAQ: VSAC) (“VSAC”) a special
purpose acquisition company, today announced execution of
definitive business combination agreement with Newsight Imaging
Ltd. (“Newsight”), an innovative semiconductor company that
develops proprietary 3D machine vision sensors and spectral vision
chips.
The Combined Company will be led by Eli
Assoolin, Newsight Imaging CEO. At the consummation of the proposed
business combination, the Company’s ordinary shares (the “Newsight
Ordinary Shares”) are expected to be listed on the Nasdaq Capital
Market under the ticker symbol “NSIM.”
NEWSIGHT HIGHLIGHTS
Investors in the combined company will
participate in the rapidly growing and multifaceted vision sensing
market, which is forecast to grow to over US$2 trillion by 2025,
according to collected data from Allied Market Research,
MarketsandMarkets and Fortune Business Insights; reports by
Transparency Market Research and eeNews Europe.
Newsight’s flexible and market leading solutions
for machine vision and spectral analysis applications leverage
their years of experience in chip design to create some of the most
technologically advanced 3D and spectral sensors on the market at
highly competitive prices. The Company’s wide range of applications
and clients include automotive driving vision and security,
Spectral/Remote Diagnostics, healthcare and sustainability, smart
cities and infrastructure, and smartphone applications, Internet of
Things, and growing Metaverse applications. Newsight’s disruptive
technology positions them as:
- A technology
leader in sensors for LiDAR and 3D perception
- Market leading
provider of eTOF technology for high resolution and affordable 3D
vision
- Developer of
cutting-edge cost-effective spectral technology for IOT real-time
portable sensing
- Through its
Virusight subsidiary, designer, and manufacturer of the
SpectraLIT™, AI driven pathogen diagnostic solutions for antigen
detection, including for Covid, HIV, influenzas, HPV, and others.
Compliant with ISO13485, CE mark for IVD
- Through its
Watersight subsidiary, deployment of the AcquaRing™ for water
quality and process control
In a wide-ranging series of recent press
releases since March 2022, Newsight has announced:
- Newsight has
agreed to collaborate with LIPS, a global leading provider of 3D AI
solutions, to develop, promote, and facilitate Newsight’s eTOF®
(enhanced-Time-Of-Flight)-based 3D vision systems for use in
Industry 4.0 safety, process improvement, and automation
applications and in AIoT (released March 30, 2022).
- Newsight and
Shanghai YinHang, a leading manufacturer of service robots and
Automated Guided Vehicles, have agreed to collaborate for mass
production of service robots (released May 3, 2022).
- Newsight’s 61%
owned subsidiary, Virusight Diagnostic Limited, announced the
results of a major clinical trial that found the company’s
SpectraLIT™ device almost instantly (under 20 seconds) detects
COVID-19 with up to 96.3% accuracy (released May 25, 2022).
- Newsight’s 80.1%
owned subsidiary, Watersight, a joint venture with MEKOROT,
Israel’s national water company, announced several pilot
programs.
- Frost &
Sullivan, a leading third-party research and consulting firm, has
recognized Newsight with the 2022 Europe Technology Innovation
Leadership Award based on Frost & Sullivan’s recent analysis of
the European automotive image sensors industry (released June 9,
2022).
“Newsight has reached an inflection point of
growth, with significant traction for our commercial products and
multiple established strategic partnerships with industry leaders,”
said Eli Assoolin, Newsight Imaging CEO. “We are privileged to have
support from top-tier investors, and prospective access to the U.S.
capital markets following the closing of this proposed transaction,
which will leave Newsight well-capitalized to provide our
innovative solutions. We believe Newsight’s technology is
strategically positioned for growth with the increasing need for
advance vision solutions in today’s smart machines and
technologies, with multiple uses with enormous market potential.
Our next generation solutions offer proprietary market leading
featured eTOF technology for high resolution and affordable 3D
vision, with cutting-edge spectral technology for IOT real-time
portable sensing. With our successful history and focus on market
pain points, we are confident we can provide shareholders with a
compelling investment alternative that supports today’s need for
vision solutions with high precision and no latency caused by image
processing, and that are low priced and require low power
consumption. We believe our solutions and efficiencies will deliver
long-term value to investors in Newsight,” Assoolin concluded.
George Sobek, Chief Executive Officer of VSAC
added, “Newsight has built a strong foundation for its technology,
and with their expected exceptional growth rate, we anticipate they
can produce very substantial returns to our investors. We believe
our business combination will fuel rapid growth, with a significant
focus on strategic alliances with top global leaders in the
automotive, medical, Metaverse and many other sectors.”
KEY TRANSACTION TERMS
- Pursuant to the terms of the
business combination agreement: (i) a newly-organized, wholly-owned
subsidiary of Newsight will merge into VSAC resulting in VSAC
becoming a wholly-owned subsidiary of Newsight, (ii) Newsight will
register as a publicly traded company and parent of VSAC, (iii)
Newsight’s existing shares will be split to facilitate a fully
diluted value per Newsight share of US$10, and (iv) VSAC’s common
stock and warrants to purchase VSAC common stock will be exchanged
on a one-for-one basis for Newsight Ordinary Shares and warrants to
purchase Newsight Ordinary Shares, respectively.
- Prior to the merger, but subject to
the completion of the merger, Newsight will effect a
recapitalization of its outstanding equity securities so that the
pre-merger holders of Newsight Ordinary Shares and options to
acquire Newsight Ordinary Shares will have shares (or the right to
acquire shares, as applicable) valued at $10.00 per share and
having a total value of $215,000,000. This does not include any
shares issued as part of any pre-transaction rounds of financing in
Newsight. This will result in the pre-merger and pre-financing
Newsight shareholders holding approximately 53.6% Newsight Ordinary
Shares and options exercisable for just under 3% fully diluted
shares, assuming no redemptions by VSAC shareholders, and other
assumptions to be set forth in a registration statement to be filed
by Newsight on Form F-4 with the U.S. Securities and Exchange
Commission. Actual percentages set forth in this registration
statement may differ materially from the estimates of shareholdings
set forth in this press release.
- Pre-merger directors, officers and
5% or greater beneficial owners of Newsight Ordinary Shares, with
some limited exceptions, will be subject to a lock-up period ending
on the earlier of (1) six months from the closing date of the
merger and (2) the date on which the closing price of Newsight
Ordinary Shares equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any twenty (20) trading days within any thirty
(30) trading day period.
- In addition to the $102.5 million
held in VSAC’s trust account (assuming no redemptions by VSAC’s
shareholders), proceeds to the Combined Company in the proposed
Business Combination for VSAC and Newsight would potentially
include up to US$40 million in pre-transaction financing, a PIPE,
or other alternatives. The final amount of any pre-transaction
financing, or financing in connection with the proposed business
combination, if any, to be raised is by mutual agreement and
dependent on market conditions, and related terms, if any, have not
been finalized.
- The Combined Company is expected to
receive gross proceeds of up to $143.7 million at the closing of
the transaction assuming no redemptions by VSAC’s shareholders and
an additional financing of up to US$40 million (without adjustment
for transaction expenses). Net proceeds to the Combined Company are
expected to be approximately $140.2 million after
transaction-related expenses of approximately US$3.5 million (not
including fees payable to the underwriter in VSAC’s IPO as deferred
compensation). Use of net proceeds, among other things, are
expected to fund research and development, for organic growth and
expansion, and for working capital.
- Assuming no redemptions by VSAC’s
shareholders, it is estimated that the current shareholders of
Newsight will own approximately 53% of the issued and outstanding
shares in the Combined Company at closing.
- As part of the transaction,
Newsight’s current management and existing equity holders will roll
a minimum of 95% of their equity into the Combined Company.
The transaction has been approved by each of
VSAC’s and Newsight’s Boards of Directors. The transaction is
subject to the approval of VSAC and Newsight shareholders and other
customary conditions and is expected to close as early as the
fourth quarter of 2022.
Additional information about the transaction
will be provided in a Current Report on Form 8-K that will contain
an investor presentation to be filed by VSAC with the Securities
and Exchange Commission (“SEC”) and will be available at
www.sec.gov. In addition, Newsight intends to file a registration
statement on Form F-4 with the SEC, which will include a proxy
statement for VSAC shareholders to vote on the proposed business
combination and related matters and a prospectus for registration
of Newsight’s ordinary shares, and will file other documents
regarding the proposed transaction with the SEC.
FINANCING
The group may seek up to US$40 million in
pre-transaction financing, a PIPE, or other financing alternatives
prior to the closing of the Business Combination with a transaction
structure yet to be determined. The closing of the Business
Combination has a condition, waivable by Newsight, of VSAC having a
minimum closing cash balance of US$25 million together with
pre-transaction or PIPE financings in connection with the Business
Combination.
BOARD & MANAGEMENT
The consolidated business will operate under the
Newsight name and will be led by an outstanding board of directors
and leadership team (see www.vision-sensing.com/board for more
details):
Eli Assoolin, CEO & Chairman of the
Board
Co-founder in 2016
and CEO of Newsight, Eli Assoolin brings more than 24 years of
experience in the semiconductor industry and sensor technology
includes working for leading companies, including Motorola, DSP
Group, Magma, ICCOM, Transchip, and more.
Eyal Yatskan, CTO &
Director
CTO of Newsight, Eyal
Yatskan was the cofounder of Newsight with over 25 years of
experience in the semiconductor industry, leading R&D at
leading companies, including Digital Equipment, Siemens, 3DV,
Transchip, etc. His hands-on managements skills and technical
abilities in design, architecture, coding, synthesis, and STA have
been major contributors to Newsight’s success where he holds
numerous patents.
Dr. George So Cho Yiu, Executive
Director
Dr. George So is
focused on driving innovation and technology in sustainable
developments to improve human lives and protect the environment. A
highly experienced and well-known investor and leader in the Hong
Kong business community, he is a significant shareholder in
Newsight and leads it efforts in Asia as Chair of Newsight Hong
Kong and also the Sponsor of Vision Sensing Acquisition Corp., a
NASDAQ listed SPAC (stock code: VSACU) currently in the acquisition
phase of targeting leading edge vision sensing, LiDAR, and related
AI technologies.
The parties also anticipate that certain other
directors will join the Newsight board of directors upon closing of
the Business Combination, including the following individuals who
have agreed to be named as having these prospective positions:
Aninda DasGupta, Independent
Director
Aninda DasGupta is
currently Senior Vice President at A. O. Smith Corp and President
of A. O. Smith Holdings Srl. part of the S&P 500 index and
listed on the NYSE. A. O. Smith is a 148-year-old leader in the
global water heating and water treatment markets. Mr. DasGupta is a
member of A.O. Smith’s executive leadership team and responsible
for its international businesses. Over a 34-year career, Mr.
DasGupta has held senior leadership roles in R&D, Marketing,
Business Development, General Management, and International Sales
in large corporations, start-ups, and family-owned businesses.
Dr. Renu Bhatia, Independent
Director
Dr. Renu Bhatia has
over 25 years of experience in the finance, fintech, health care
and real estate sectors. She has extensive experience in board and
senior executive roles in the financial services industry,
investment banking, asset management, and venture capital,
including among others at Goldman Sachs and HSBC Asset Management.
Dr. Bhatia is currently Chair of Opharmic Technology and is the
Deputy Chair of the Main Board and GEM Listing Committee of the
Stock Exchange of Hong Kong. She is a member of the Enterprise
Support Scheme Assessment Panel, Business Professional Federation
Healthcare Committee and on the board of directors of several
significant non-profits, technology companies and investment
groups. Among her awards and honors, Dr. Bhatia has been recognized
as FinTech Asia 100 (2016), FinTech Asia 200 (2018), Top 100 Women
in Fintech (2018), Zubin Foundation Award (2018), and Top 100 Women
in Fintech (2019 and 2021).
Admiral William A. Owens, Independent
Director
William Arthur Owens
is a retired four-star admiral of the United States Navy who served
as the Vice Chairman of the Joint Chiefs of Staff from 1994 to
1996. Admiral Owens is executive chairman of Red Bison,
(information and communication technology) and serves on the board
of directors at Wipro, and the public SPAC, Compass, and is a
director of 11 private companies as well as Seattle University, the
Fiscal Responsibility Amendment Assn (the aim of which is a
balanced budget amendment to the US Constitution). He is also a
member of the Council of Foreign Relations.
Admiral Owens has
served as an executive or as a member of the board of directors of
various companies, including as CEO of Nortel Networks Corporation,
President and vice chairman of Science Applications International
Corporation; Chair and CEO of Teledesic LLC (satellite
communications); chairman and Managing Director of AEA Holdings
Asia overseeing all Private Equity in Asia, Chairman of CenturyLink
(telecommunications); Vice Chair of the NYSE for Asia, and more. He
has received numerous recognitions and awards: the “Legion
d’Honore” by France, and the highest awards given to foreigners by
the countries of Indonesia and Sweden. He was named as one of The
50 Most Powerful People in Networking by Network World, one of the
100 Best Board Members in the United States for 2011 and again in
2016 awarded by NACD, and the Intrepid Salute Award in recognition
of his business achievements and support of important philanthropic
activities. He is a North Dakota Roughrider, the award given to the
most prominent North Dakotans.
Patricia Ackerman, Independent
Director
Patricia Ackerman has
over 30 years of experience in progressive corporate finance
positions culminating in her last role before retiring in 2022 as
Senior Vice President of Investor Relations, Corporate
Responsibility and Sustainability, and Treasurer of NYSE listed
A.O. Smith. She has also served on over five not-for-profit boards,
helping the community face healthcare and diversity challenges, and
assuring the continued competitiveness of a major research-driven
state university, including the American Red Cross for the
Southeast Region of Wisconsin, Wisconsin School of Business and
past Chairwoman of Milwaukee Women, Inc.
Advisors
EF Hutton, division of Benchmark Investments,
LLC, is serving as capital markets advisor to VSAC. ARC Group Ltd.
is serving as financial advisor to VSAC, and Siena Capital Group
acted as financial advisors to Newsight. Nelson Mullins Riley &
Scarborough LLP acted as US legal counsel and Goldfarb Seligman
& Co. Law Offices acted as Israeli legal counsel to VSAC in the
transaction. Ellenoff Grossman & Schole LLP acted as US legal
counsel and Gross Law Firm GKH acted as Israeli legal counsel to
Newsight in the transaction.
As part of its due diligence for the
transaction, VSAC has retained a number of leading independent
firms to provide validations of the transaction. Financial due
diligence, reviews of the forecast assumptions and a Fairness
Opinion were provided by BDO Ziv Haft Consulting and Management
Ltd. Technical due diligence, and product testing was undertaken by
Exponent, Inc., a leading NASDAQ listed, multi-disciplinary
engineering and scientific consulting firm. Patent and IP reviews
were prepared by the IP department of VSAC legal counsel, Nelson
Mullins Riley & Scarborough LLP.
Webcast Details
Newsight Imaging and VSAC will host a joint
conference call and webcast to discuss the proposed transaction
today, Tuesday, August 30, 2022, at 11:00 A.M. ET. Interested
parties may listen to the prepared remarks via telephone by dialing
1-877-407-3982, or 1-201-493-6780 for international callers, and
providing the conference ID: 13732479. To view the webcast, please
click
https://viavid.webcasts.com/starthere.jsp?ei=1566014&tp_key=69178c6af1.
A telephone replay will be available for
approximately 14 days. The replay can be accessed by dialing
1-844-512-2921 (domestic toll-free number) or 1-412-317-6671
(international) and providing the pin number: 13732479.
The webcast, detailed investor presentation, and
other materials are available on VSAC’s website,
https://www.vision-sensing.com/. Additionally, VSAC has filed the
investor presentation with the SEC as an exhibit to a Current
Report on Form 8-K, which is available on VSAC’s website and the
SEC website at www.sec.gov.
About Newsight Imaging
Newsight Imaging (www.nstimg.com) develops
advanced CMOS image sensor chips for 3D machine vision and spectral
analysis. Newsight’s depth camera sensors for machine vision serve
verticals such as Mobile & Metaverse, Robotics, Industry 4.0,
Automotive Safety, etc. The company recently launched its
one-of-a-kind solid-state LiDAR reference design, the eTOF™ LiDAR,
based on the NSI1000 sensor. In addition, Newsight has developed a
spectral chip backed by AI technology, demonstrated in SpectraLIT™.
SpectraLIT™ offers a unique and affordable solution for remote
healthcare, real time diagnosis, and quality inspection solutions
for water, food & beverage, etc. The company has US and EU
patents and has received multiple grants by the Israeli Innovation
Authority. For more information visit www.newsight.com.
About Vision Sensing Acquisition
Corp.
Vision Sensing Acquisition Corp. (“VSAC”) is a
Special Purpose Acquisition Company (“SPAC”) that has been
established to focus on the acquisition of vision sensing
technologies (“VST”) including hardware solutions (chips / modules
/ systems), related application software, artificial intelligence
and other peripheral technologies that assist to integrate and/or
supplement VST applications. For more information visit
www.vision-sensing.com.
Participants in the
Solicitation
VSAC, Newsight and their respective directors
and executive officers may be deemed participants in the
solicitation of proxies from VSAC’s shareholders in connection with
the Proposed Business Combination (as defined below). VSAC’s
shareholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
officers of VSAC in VSAC’s final prospectus filed with the SEC on
November 3, 2021 in connection with VSAC’s initial public offering
or in VSAC’s Form 10-K for the year ended December 31, 2021 as
filed with the SEC on March 31, 2022 (“10-K”), or its Form 10-Q, as
filed with the SEC on August 12, 2022 (“10-Q”). Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to VSAC’s shareholders
in connection with the Proposed Business Combination will be set
forth in the proxy statement/prospectus for the Proposed Business
Combination, accompanying the Registration Statement (as defined
below) that Newsight intends to file with the SEC. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed Business
Combination will likewise be included in that proxy
statement/prospectus that Newsight intends to file with the SEC.
You may obtain free copies of these documents as described
above.
Forward-Looking Statements
This press release is provided for informational
purposes only and has been prepared to assist interested parties in
making their own evaluation with respect to a potential business
combination (the “Proposed Business Combination”) between Newsight
and VSAC and related transactions and for no other purpose. No
representations or warranties, express or implied are given in, or
in respect of, this press release. To the fullest extent permitted
by law in no circumstances will Newsight, VSAC or any of their
respective subsidiaries, interest holders, affiliates,
representatives, partners, directors, officers, employees, advisers
or agents be responsible or liable for any direct, indirect or
consequential loss or loss of profit arising from the use of this
press release, its contents, its omissions, reliance on the
information contained within it, or on opinions communicated in
relation thereto or otherwise arising in connection therewith.
Industry and market data used in this press release have been
obtained from third-party industry publications and sources as well
as from research reports prepared for other purposes. Neither
Newsight nor VSAC has independently verified the data obtained from
these sources. This data is subject to change. In addition, this
press release does not purport to be all-inclusive or to contain
all the information that may be required to make a full analysis of
Newsight or the Proposed Business Combination. Viewers of this
press release should each make their own evaluation of Newsight and
of the relevance and adequacy of the information and should make
such other investigations as they deem necessary.
In addition, this press release includes a
summary set of risk factors that may have a material impact on
Newsight. These are not intended to capture all the risks to which
Newsight or the Proposed Business Combination is subject or may be
subject, and we encourage investors to review the risk factors set
forth in the Registration Statement on Form F-4 to be filed with
the SEC with respect to the Proposed Business Combination (as
described further below). If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither VSAC nor Newsight presently
know or that VSAC and Newsight currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect VSAC’s and Newsight’s expectations, plans or
forecasts of future events and views as of the date of this press
release. VSAC and Newsight anticipate that subsequent events and
developments will cause VSAC’s and Newsight’s assessments to
change. However, while VSAC and Newsight may elect to update these
forward-looking statements at some point in the future, VSAC and
Newsight specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing VSAC’s and Newsight’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
The financial information and data contained in this press release
is unaudited and does not conform to Regulation S-X promulgated
under the Securities Act of 1933, as amended (the “Securities
Act”). Accordingly, such information and data may not be included
in, may be adjusted in, or may be presented differently in, the
Registration Statement (as defined below) to be filed by Newsight
with the SEC.
This press release contains, and certain oral
statements made by representatives of VSAC and Newsight and their
respective affiliates, from time to time may contain,
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. VSAC’s and Newsight’s actual results may differ from their
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, VSAC’s and Newsight’s
expectations with respect to future performance and anticipated
financial impacts of the transactions (the “Transactions”)
contemplated by the Business Combination Agreement, the
satisfaction of the closing conditions to the Transactions and the
timing of the completion of the Transactions. 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 outside of the control of VSAC or
Newsight and are difficult to predict. Factors that may cause such
differences include but are not limited to: (i) the expected timing
and likelihood of completion of the Transactions, including the
risk that the Transactions may not close due to one or more closing
conditions to the Transactions in the definitive business
combination agreement between Newsight, VSAC and the parties
thereto (the “Business Combination Agreement”) not being satisfied
or waived on a timely basis or otherwise, or that the required
approval of the Business Combination Agreement and related matters
by the shareholders of Newsight and VSAC are not obtained; (ii)
VSAC’s failure to retain sufficient cash in its trust account or
find replacement financing in order to meet the minimum cash
condition in the Business Combination Agreement; (iii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement;
(iv) the ability of Newsight to meet Nasdaq listing standards
following the Transactions and in connection with the consummation
thereof; (v) costs related to the proposed Transactions; (vi) the
occurrence of a material adverse change with respect to the
financial position, performance, operations or prospects of
Newsight or VSAC; (vii) the disruption of Newsight management time
from ongoing business operations due to the proposed Transactions;
(viii) announcements relating to the Transactions having an adverse
effect on the market price of VSAC's securities; (ix) failure to
realize the anticipated benefits of the Proposed Business
Combination or risk relating to the uncertainty of any prospective
financial information of Newsight; (x) the effect of the
Transactions and the announcement thereof on the ability of
Newsight to retain customers and retain and hire key personnel and
maintain relationships with its suppliers and customers and on its
operating results and businesses generally; (xi) the failure of
Newsight to meet projected development and production targets;
(xii) changes in applicable laws or regulations, including laws and
regulations affecting the market for Newsight’s products; (xiii)
the possibility that the combined company may be adversely affected
by other economic, business, and/or competitive factors, or the
continuing effects of the COVID-19 pandemic, the worsening thereof
or other future pandemics; (xiv) fluctuations or effects on
Newsight’s ability to implement its business strategy, maintain or
grow customers or distributors or the price, availability and
quality of raw materials and contracted products as well as
currency fluctuations; and (xv) other risks and uncertainties
described herein, as well as those risks and uncertainties
discussed from time to time in other reports and other public
filings with the SEC by VSAC, including its 10-K and 10-Q, or that
Newsight intends to file with the SEC, including in the
Registration Statement. The foregoing list of factors is 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 neither VSAC nor Newsight presently know, or
that VSAC and Newsight currently believe 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. VSAC and Newsight undertake 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.
Additional Information About the
Proposed Business Combination and Where to Find It
In connection with the Proposed Business
Combination, Newsight intends to file relevant materials with the
SEC, including a registration statement on Form F-4, which will
include a proxy statement/prospectus of VSAC, and a prospectus for
registration of Newsight securities in connection with the Proposed
Business Combination (as amended from time to time, the
“Registration Statement”). The parties urge its investors,
shareholders, and other interested persons to read, when available,
the preliminary proxy statement/prospectus and definitive proxy
statement/prospectus, in each case when filed with the SEC and
documents incorporated by reference therein because these documents
will contain important information about VSAC, Newsight and the
Proposed Business Combination. After the registration statement is
declared effective by the SEC, the definitive proxy
statement/prospectus and other relevant documents will be mailed to
the shareholders of VSAC as of the record date in the future to be
established for voting on the Proposed Business Combination and
will contain important information about the Proposed Business
Combination and related matters. Shareholders of VSAC and other
interested persons are advised to read, when available, these
materials (including any amendments or supplements thereto) and any
other relevant documents in connection with VSAC’s solicitation of
proxies for the meeting of shareholders to be held to approve,
among other things, the Proposed Business Combination, because they
will contain important information about VSAC, Newsight and the
Proposed Business Combination. Shareholders and other interested
persons will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus,
and other relevant materials in connection with the Proposed
Business Combination, without charge, once available, at the SEC’s
website at www.sec.gov or by directing a request to: VSAC
Acquisition Corp., Attention: Garry Stein, telephone: +852 9858
0029. The information contained on, or that may be accessed
through, the websites referenced in this press release in each case
is not incorporated by reference into, and is not a part of, this
press release.
Non-Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Business Combination
and shall not constitute an offer to sell or a solicitation of an
offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Any questions please contact
Investor Relations Contact:
Chris TysonMZ North AmericaVSAC@mzgroup.us 949-491-8235
Newsight Imaging Contact:
info@newsight.com
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