Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the
“
Company”) a special purpose acquisition company,
announced today that on July 2, 2024, its sponsor, Vision Sensing,
LLC, deposited $51,016.10 into the Company’s trust account, which
is the sum that the Company must pay to extend the date by which
the Company must consummate its initial business combination from
July 3, 2024, to August 3, 2024 (the “
Extension”).
This is the third of up to six one-month extensions that the
Company is authorized to obtain under its amended and restated
certificate of incorporation as recently amended on April 30, 2024.
The Extension provides the Company with
additional time to complete its initial business combination
(the “Business Combination”) with Mediforum
Co. Ltd., a Korean company (“Mediforum”), pursuant
to a merger agreement dated January 12, 2024 (as it may be amended
and/or restated from time to time, the “Merger
Agreement”).
About Mediforum
Mediforum Co., Ltd is a leading Korean
biotechnology company established in 2015, headquartered in Seoul,
Korea and led by a management team that has a deep understanding of
the biotech industry and a proven track record of success.
Mediforum’s mission is to enhance the quality of life for those
facing conditions like Alzheimer's disease (AD) and neuropathic
pain. With a diverse portfolio, including anti-dementia medications
and health functional foods, our flagship product, PM012, is
currently in Phase 2b trials for Alzheimer's disease (AD), with
plans for subsequent Phase 3 trials in Korea and the U.S. PM012
also explores indications for Parkinson’s disease (PD) and stroke.
Addressing the non-narcotic therapies, MF018 is in Phase 2 for
Chemotherapy-Induced Peripheral Neuropathy (CIPN), with Phase 3
trials planned. Its versatility extends to Diabetic Peripheral
Neuropathy (DPN). As Mediforum anticipate its listing on NASDAQ,
Mediforum is poised to become the first Korean biotech on this
global platform, solidifying their 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 the Lead Advisor and Co-Advisor for Mediforum, Loeb &
Loeb LLP is acting as the US Legal Counsel to Mediforum and Next
Law LLP is acting as the Korean Legal Counsel to Mediforum.
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 a private technology company.
EF Hutton, division of Benchmark Investments,
LLC, is serving as Capital Market 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 made by representatives of VSAC, Mediforum, 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 Mediforum’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 Mediforum’s
expectations with respect to future performance and anticipated
financial impacts of the business combination, the satisfaction of
the closing conditions to 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 expected results. Most of these factors are outside 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 circumstances that
could give rise to the termination of the Merger Agreement relating
to the proposed business combination; (2) the outcome of any legal
proceedings that may be instituted against VSAC or Mediforum
following the announcement of the Merger Agreement and the
transactions contemplated therein; (3) the inability to complete
the business combination, including due to failure to obtain
approval of the shareholders of VSAC or other conditions to closing
in the Merger Agreement; (4) delays in obtaining or the inability
to obtain necessary regulatory approvals (including approval from
insurance regulators) required to complete the transactions
contemplated by the Merger Agreement; (5) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement or could otherwise cause the
transaction to fail to close; (6) the inability to obtain or
maintain the listing of the post-acquisition company’s ordinary
shares on Nasdaq following the business combination; (7) the risk
that the business combination disrupts 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 grow
and manage growth profitably and retain its key employees; (9)
costs related to 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 to be identified in the Form S-4 or Form
F-4 filed by VSAC (when available) relating to the business
combination, including those under “Risk Factors” therein, and in
other filings with the Securities and Exchange Commission (“SEC”)
made 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 upon any
forward-looking statements, which speak only as of the date made.
Neither VSAC or Mediforum undertakes or accepts any obligation or
undertaking 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 in any website referenced 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,
VSAC and Mediforum intend to cause a registration statement on Form
F-4 or S-4 to be filed with the SEC, which will include a proxy
statement to be distributed to VSAC's stockholders in connection
with VSAC's solicitation for proxies for the vote by VSAC's
stockholders in connection with the proposed transaction and other
matters as described in the registration statement, as well as a
prospectus relating to Mediforum’s securities to be issued in
connection with the proposed transaction. VSAC’s stockholders and
other interested persons are advised to read, once available, the
preliminary proxy statement/prospectus and any amendments thereto
and, once available, the definitive proxy statement/prospectus, in
connection with VSAC’s solicitation of proxies for its 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. After the registration statement is filed and declared
effective, VSAC will mail a definitive proxy statement and other
relevant documents to its stockholders as of the record date to be
established for voting on the proposed transaction. Stockholders
may also obtain a copy of the preliminary and definitive proxy
statement/prospectus to be included in the registration statement,
once available, as well as other documents filed with the SEC
regarding the proposed transaction and other documents filed with
the SEC, without charge, at the SEC’s website located at
www.sec.gov.
Participants in the
Solicitation
VSAC, Mediforum, and their respective directors,
executive officers, and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from VSAC’s stockholders in connection
with the proposed transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of VSAC's stockholders in connection with the proposed
transaction will be set forth in the proxy statement/prospectus
included in the Registration Statement to be filed with the SEC in
connection with the proposed transaction. You can find more
information about VSAC's directors and executive officers in VSAC’s
final prospectus related to its initial public offering. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement/prospectus when it becomes
available. Stockholders, potential investors, and other interested
persons should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or 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 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, 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 shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Contacts
For Vision Sensing Acquisition Corp.:
George Peter Sobek, Chairman and CEO
georgesobek@hotmail.co.uk
For Mediforum Co., Ltd:
Chankyu Kim, Chairman and Founder
kimchankyu@gmediforum.com
Jae Eon Jung, CEO
jejung@gmediforum.com
Vision Sensing Acquisition (NASDAQ:VSAC)
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