Vision Sensing Acquisition Corp. Received Nasdaq Delisting Determination Letter and Intends to Appeal the Determination and Request a Stay Pending the Appeal Hearing
January 23 2024 - 5:43PM
Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC,
VSACW) (the “
Company” or
“
VSAC”), a special purpose acquisition company,
announced today that it received a staff determination letter (the
"Letter"), on January 17, 2024, from the Listing
Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq")
notifying the Company of the determination from the Nasdaq Staff
(the "Staff") to delist the Company's securities from The
Nasdaq Stock Market, because, as of December 26, 2023, the
Company had not regained compliance with the requirement set forth
Listing Rule 5450(b)(2)(A) that requires the market value of the
Company’s listed securities to be $50,000,000 or more.
The Letter also states that since the Company
has not yet filed its Form 10-Q for the period ended September 30,
2023 (the “Filing”), it no longer complies with Listing Rule
5250(c)(1) for continued listing. Accordingly, this matter serves
as a separate and additional basis for delisting the Company’s
securities from The Nasdaq Stock Market.
In addition, the Letter states that on October
9, 2023, Staff notified the Company that is does not comply with
the minimum 400 total holders requirement, as is required by
Listing Rule 5450(a)(2). Furthermore, pursuant to Listing Rule
5810(c)(2)(A), Staff may not accept a plan to regain compliance
from the Company as the Company is currently under review by an
adjudicatory body. As such, this matter also serves as a separate
and additional basis for delisting the Company’s securities from
The Nasdaq Stock Market.
Pursuant to the Letter, unless the Company
requests an appeal of the Staff's determination, trading of the
Company's ordinary shares will be suspended at the opening of
business on January 26, 2024, and a Form 25-NSE will be filed
with the Securities and Exchange Commission (the "SEC"), which will
remove the Company's securities from listing and registration on
The Nasdaq Stock Market.
The letter states that the Company may appeal
Staff’s determination to a Hearings Panel, pursuant to the
procedures set forth in the Nasdaq Listing Rule 5800 Series.
Hearings are typically scheduled to occur approximately 30-45 days
after the date of the hearing request. A request for a hearing
regarding a delinquent filing will stay the suspension of the
Company’s securities only for a period of 15 days from the date of
the request. When the Company requests a hearing, it may also
request a stay of the suspension, pending the hearing. On January
23, 2024, the Company requested a hearing to appeal the delisting
determination and a stay of suspension, pending the hearing and
submitted a mini-compliance plan to regain compliance with the
Listing Rules, in support of said application.
The press release shall not be deemed “filed”
for any purpose, including for the purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that
Section. The information in this Item 7.01, including Exhibit 99.1,
shall not be deemed incorporated by reference into any filing under
the Securities Act or the Exchange Act regardless of any general
incorporation language in the filing.
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.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. the Company’s
actual results may differ from its 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, risks and uncertainties described in reports and other
public filings with the SEC by the Company, including the Company’s
Form 10-K for the year ended December 31, 2022 as filed with the
SEC on March 24, 2023 and its most recent Forms 10-Q, as filed with
the SEC on May 15, 2023 and August 28, 2023. These risk factors are
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 the Company does presently know, or that the
Company currently believes 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. These forward-looking statements should not be relied upon as
representing the Company’s assessments as of any date subsequent to
the date of this press release. The Company undertakes 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.
SOURCE: Vision Sensing Acquisition Corp.
Contacts
For Vision Sensing Acquisition Corp.:
George Peter Sobek, Chairman and CEO
georgesobek@hotmail.co.uk
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