Vision Sensing Acquisition Corp (VSACU)

[MInvesting4867]

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: [phone]

(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: [phone]

(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: [phone]



Gerald J. Guarcini, Esq.

Peter Jaslow, Esq.

Ballard Spahr LLP


1735 Market Street, 51st Floor,

Philadelphia, PA 19103


Telephone: [phone]



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