Announcement • Aug 24
Medi Forum Co.,Ltd. cancelled the acquisition of Vision Sensing Acquisition Corp. (NasdaqGM:VSAC) from a group of shareholders.
Medi Forum Co.,Ltd. entered into a definitive agreement and plan of merger to acquire Vision Sensing Acquisition Corp. (NasdaqGM:VSAC) from a group of shareholders for approximately $280 million in a reverse merger transaction on January 12, 2024. The Merger Consideration will be payable as 25,000,000 PubCo ordinary shares valued at $10.00 per share. Under the terms of the Merger Agreement, a new company will be formed in British Virgin Islands (“PubCo”) for the purpose of participating in the transactions contemplated in the Merger Agreement and becoming the publicly traded holding company upon the closing of the business combination. Prior to the closing, (i) Mediforum will restructure and redomesticate (“Restructuring and Redomestication”) to the British Virgin Islands (the “BVI Company”); (ii) Merger Sub 1, a British Virgin Islands business company and wholly owned subsidiary of PubCo, will be formed for the purpose merging with and into the BVI Company (“Initial Merger”), the separate existence of Merger Sub 1 will cease and the BVI Company will be the surviving corporation of the Initial Merger; (iii) Merger Sub 2, a Delaware company and wholly owned subsidiary of PubCo, will be formed for the purpose merging with and into VSAC (“SPAC Merger”), the separate existence of Merger Sub 2 will cease and VSAC will be the surviving corporation of the SPAC Merger. Both the surviving corporations of Initial Merger and SPAC Merger will be direct wholly owned subsidiaries of PubCo.
The transaction is subject to effectiveness of the proxy/registration statement and receipt of the regulatory approvals, recommended that the company shareholders approve and adopt this agreement and PubCo shares to be issued in connection with the transactions shall have been approved for listing on Nasdaq. The board of directors of both the companies unanimously approved the transaction. The Annual Meeting of VSAC stockholders will be held on April 30, 2024. On August 14, 2024, Vision Sensing passed the resolutions on the Board Meeting that terminate the merger agreement with Mediforum. The expected completion date is extended from June 3, 2024, to July 3, 2024. 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 August 3, 2024, to September 3, 2024.
Norwich Capital Limited and American General Business Association & SME Overseas IPO Capital Group are acting as the Lead Advisor and Co-Advisor for Mediforum, Lawrence Venick of 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. 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. Continental Stock Transfer & Trust Company acted as the transfer agent while Laurel Hill Advisory Group LLC acted as proxy solicitor to VSAC for a fee of $13,000.
Medi Forum Co.,Ltd. cancelled the acquisition of Vision Sensing Acquisition Corp. (NasdaqGM:VSAC) from a group of shareholders on August 22, 2024. The parties agreed that it would not be possible for them to complete the proposed transaction within a reasonable period of time and have waived any claims against each other. On the other hand, Vision Sensing Acquisition Corp. announces Letter of Intent with Convergence CT, Inc. on August 22, 2024.
