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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
file number: 001-40983

Sensing Acquisition Corp.

 (Exact
name of registrant as specified in its charter)

 Delaware

 87-2323481

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 Suite
 500, 78
 SW 7 th Street Miami,
 Florida

 33130

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (786) 633-2520

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class:

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered:

 Units,
 each consisting of one share of Class A Common Stock and three-quarters of one Redeemable Warrant

 VSACU

 The
 Nasdaq Stock Market LLC

 Class
 A Common Stock, $0.0001 par value per share

 VSAC

 The
 Nasdaq Stock Market LLC

 Redeemable
 Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share

 VSACW

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

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 definition 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 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As
of June 30, 2023, the aggregate market value of the registrant's shares of common stock held by non-affiliates of the registrant
was $ 17,189,335, based on a closing market price of $10.66 on the Nasdaq Stock Market.

 As
of April 15, 2024, there were 1,820,765 shares of the Company's Class A Common Stock, $0.0001 par value per share (the " Class
A Shares "), which number includes shares in unseparated units, and 2,530,000 of the Company's Class B Common Stock, $0.0001
par value per share issued and outstanding (the " Class B Shares ").

 TABLE
OF CONTENTS

 PAGE

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved.

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedure

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Report (as defined below), including, without limitation, statements under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements
can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates,"
"expects," "intends," "plans," "may," "will," "potential," "projects,"
"predicts," "continue," or "should," or, in each case, their negative or other variations or comparable
terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but
are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other
statements that are not statements of current or historical facts. These statements are based on management's current expectations,
but actual results may differ materially due to various factors, including, but not limited to:

 our
 ability to complete our initial business combination;

 our
 success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
 combination;

 our
 officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
 in approving our initial business combination, as a result of which they would then receive expense reimbursements;

 our
 potential ability to obtain additional financing to complete our initial business combination;

 the
 ability of our officers and directors to generate a number of potential acquisition opportunities;

 our
 pool of prospective target businesses;

 the
 ability of our officers and directors to generate a number of potential acquisition opportunities;

 our
 public securities' potential liquidity and trading;

 the
 lack of a market for our securities;

 the
 use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

 our
 financial performance.

 The
forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.

 By
their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that
our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ
materially from those made in or suggested by the forward-looking statements contained in this annual report. In addition, even if our
results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the
forward-looking statements contained in this annual report, those results or developments may not be indicative of results or developments
in subsequent periods.

 Unless
otherwise stated in this Report, or the context otherwise requires, references to:

 "amended
 and restated certificate of incorporation" are to our Amended and Restated Certificate of Incorporation filed with the Secretary
 of State of the State of Delaware on October 29, 2021 as amended by the First Amendment thereto dated May 1, 2023 and the Second
 Amendment thereto dated October 25, 2023;

 "board
 of directors" or "board" are to the board of directors of the Company;

 "common
 stock" are to our Class A common stock and our Class B common stock, collectively;

 "Continental"
 are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public
 warrants (as defined below);

 "DGCL"
 are to the Delaware General Corporation Law;

 "DWAC
 System" are to the Depository Trust Company's Deposit/Withdrawal At Custodian System;

 "Exchange
 Act" are to the Securities Exchange Act of 1934, as amended;

 "founder
 shares" are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our initial
 public offering, and the shares of our Class A common stock issued upon the conversion thereof;

 "GAAP"
 are to the accounting principles generally accepted in the United States of America;

 "IFRS"
 are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

 "initial
 business combination" are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
 business combination with one or more businesses;

 "initial
 public offering" are to the initial public offering that was consummated by the Company on November 3, 2021;

 "initial
 stockholders" are to our sponsor and any other holders of our founder shares prior to our initial public offering (or their
 permitted transferees);

 "Investment
 Company Act" are to the Investment Company Act of 1940, as amended;

 "JOBS
 Act" are to the Jumpstart Our Business Startups Act of 2012;

 "Adeptus"
 are to Adeptus Partners, LLC, our independent registered public accounting firm.

 "management"
 or our "management team" are to our officers and directors

 "Nasdaq"
 are to the Nasdaq Stock Market;

 "PCAOB"
 are to the Public Company Accounting Oversight Board (United States);

 "private
 placement" are to the private placement of 472,700 private placement units to our sponsor simultaneously with the closing of
 our initial public offering;

 "private
 placement shares" are to the shares of our common stock included within the private placement units purchased by our sponsor
 in the private placement;

 "private
 placement units" are to the units purchased by our sponsor in the private placement, each private placement unit consisting
 of one share of Class A Common Stock and three-quarters of one warrant;

 "private
 placement warrants" are to the warrants included within the private placement units purchased by our sponsor in the private
 placement;

 "public
 shares" are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they are
 purchased in our initial public offering or thereafter in the open market);

 "public
 stockholders" are to the holders of our public shares, including our initial stockholders and members of our management team
 to the extent our initial stockholders and/or members of our management team purchase public shares; provided that each initial stockholder's
 and member of our management team's status as a "public stockholder" shall only exist with respect to such public
 shares;

 "public
 units" are to the units sold in our initial public offering, which consist of one public share and three-quarters of one public
 warrant;

 "public
 warrants" are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased
 in the initial public offering or thereafter in the open market), to the private placement warrants if held by third parties other
 than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion of working capital loans
 that are sold to third parties that are not initial purchasers of our private placement warrants or executive officers or directors
 (or permitted transferees);

 "Registration
 Statement" are to the Form S-1 filed with the SEC on September 24, 2021, as amended;

 "Report"
 are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

 "Sarbanes-Oxley
 Act" are to the Sarbanes-Oxley Act of 2002;

 "SEC"
 are to the U.S. Securities and Exchange Commission;

 "Securities
 Act" are to the Securities Act of 1933, as amended;

 "sponsor"
 is to Vision Sensing LLC, a Delaware limited liability company;

 "trust
 account" are to the trust account in the United States, with Continental acting as
 trustee into which an amount of $102,718,000 ($10.15 per unit) from the net proceeds of the
 sale of the units and private placement units in the initial public offering was placed following
 the closing of the initial public offering;

 "trust
 agreement" are to the Investment Management Trust Agreement dated November 1, 2021, as amendment by Amendment No. 1 dated May
 1, 2023, and Amendment No 2. dated October 20, 2023, entered into between the Company and Continental Stock Transfer & Trust
 Company, as trustee;

 "units"
 are to the public units and the private placement units;

 "warrants"
 are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants issued upon
 conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees;

 "we,"
 "us," "Company" or "our Company" are to Vision Sensing Acquisition Corp.;

 PART
I

 Item
 1.

 Business.

 Overview

 We
are a blank check company incorporated in the State of Delaware on August 13, 2021, whose business purpose is to effect 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. We are an emerging growth company and, as such, we are subject to all of the risks associated
with emerging growth companies. We believe that there are many target companies that could become attractive public companies. We intend
to focus on industries that complement our management team's background, and to capitalize on the ability of our management team
to identify and acquire a business, focusing on the vision sensing technologies ("VST") industry, where our management team
has extensive experience.

 Our
management team is led by our Chief Executive Officer, George Peter Sobek, and our Chief Financial Officer, Hang Kon Louis Ma, who are
well positioned to take advantage of the growing set of acquisition opportunities focused on the VST industry and our contacts and relationships,
ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants
and business brokers will allow us to generate an attractive transaction for our stockholders.

 On
November 3, 2021, we consummated our initial public offering of 10,120,000 units, including the underwriters' over-allotment option
of an additional 1,320,000 units. Each unit consists of one share of Class A common stock of the Company, par value $0.0001 per share,
and three-quarters of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one share
of Class A Common Stock at an exercise price of $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross
proceeds of $101,200,000. We have until May 3, 2024 to consummate an initial business combination, which may be extended to November
3, 2024 if our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting or such other
later date as may be approved by the Company's stockholders in accordance with the Company's certificate of incorporation.

with the consummation of the initial public offering, we completed the private placement of an aggregate of 472,700 units to our sponsor,
including 46,200 units issued pursuant to the underwriters' exercise of the over-allotment option in full, at a purchase price
of $10.00 per private placement unit, generating total gross proceeds of $4,727,000.

 A
total of $102,718,000, comprised of $101,200,000 of the proceeds from the IPO (which amount includes $3,542,000 of the underwriters'
deferred discount) and $1,518,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account,
maintained by Continental Stock Transfer & Trust Company, acting as trustee.

 On
December 23, 2021, the Class A ordinary shares and Public Warrant included in the Units began separate trading.

 The
Newsight Business Combination Agreement & Its Termination

 On
August 30, 2022, the Company entered into a Business Combination Agreement (the "Original Newsight Business Combination Agreement")
with Newsight Imaging Ltd, an Israeli company ("Newsight"), and Newsight MergerSub, Inc., a Delaware corporation and wholly-owned
subsidiary of Newsight ("MergerSub"), which was amended on January 19, 2023 (the "First Newsight BCA Amendment")
and again on January 29, 2023 (the "Second Newsight BCA Amendment"). We refer to the Original Newsight Business Combination
Agreement as amended by the two amendments as the "Newsight Business Combination Agreement."

to the Newsight Business Combination Agreement, at the Closing of the transactions contemplated thereunder, and following the Recapitalization
and the PIPE Investment (as each such term is defined and described in the Newsight Business Combination Agreement), (i) Merger Sub would
have merged with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of Newsight;
(ii) the common stock of the Company (including Class A common stock and Class B common stock) would have been converted into Newsight
Ordinary Shares on a one-for-one basis; (iii) warrants to purchase the Company's common stock would have instead become eligible
to purchase the same number of Newsight Ordinary Shares at the same exercise price and for the same exercise period; (iv) the Company
would have become a wholly owned subsidiary of Newsight; and (v) the Company would have changed its corporate name to Newsight HoldCo,
Inc., and wuold have a restated certificate of incorporation appropriate for a private corporation.

filed a Registration Statement on Form F-4 with the SEC on December 8, 2022 to register the issuance of the Newsight Ordinary Shares
that were to be issued at the consummation of the Newsight Business Combination Agreement, the warrants exercisable for Newsight Ordinary
Shares that would have resulted from the amendment of the Company's public warrants at the consummation of the Newsight Business
Combination Agreement and the Newsight Ordinary Shares issuable upon exercise of such warrants. Newsight filed an Amendment No. 1 thereto
on January 20, 2023, an Amendment No. 2 thereto on February 13, 2023 and an Amendment No. 3 thereto on March 27, 2023. We use the term
"Newsight Form F-4" to refer to the original registration statement as amended by the two amendments and as it may be subsequently
further amended.

 The
Newsight Business Combination Agreement is further described in our Current Report on Form 8-K filed with the SEC on September 6, 2022
and our Current Report on Form 8-K filed with the SEC on January 30, 2023 and in the Newsight Form F-4.

 On
December 9, 2023, the Company, Newsight and Merger Sub entered into a Mutual Termination Agreement (the "Mutual Termination Agreement")
pursuant to which they terminated the Newsight Business Combination Agreement by mutual agreement in accordance with Section 7.1(a) thereof,
and each party, on behalf of itself and its agents, released, waived and forever discharged the other parties and their agents of and
from any and all obligation or liability arising under the Business Combination Agreement. The Company and Newsight determined to mutually
terminate the Business Combination Agreement because of challenging global economic conditions.

 Proposed
Business Combination with Mediforum

 On
January 12, 2024, the Company entered into an Agreement and Plan of Merger (the "Mediforum Merger Agreement") with Mediforum
Co. Ltd., a registered company organized under the laws of the Republic of Korea. Pursuant to the Mediforum Merger Agreement, prior to
the Closing, Mediforum will restructure and redomesticate ("Restructuring and Redomestication") to the British Virgin Islands
(the "BVI Company").

to the terms of the Mediforum Merger Agreement, a new British Virgin Islands business company ("PubCo"), a British Virgin
Islands company and a wholly owned direct subsidiary of PubCo ("Merger Sub 1"), and a Delaware limited liability company
and a wholly owned direct subsidiary of PubCo ("Merger Sub 2") will be formed for the purpose of participating in the transactions
contemplated by the Mediforum Merger Agreement, including, without limitation, (a) the merger of Merger Sub 1 with and into the BVI Company,
with the BVI Company surviving such merger as a wholly owned subsidiary of PubCo (the "Initial Merger"), and (b) the merger
of Merger Sub 2 with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of PubCo (the "SPAC
Merger" and together with the Initial Merger, the "Mergers", and together with the other transactions contemplated
by the Mediforum Merger Agreement and the other agreements contemplated thereby, the "Transactions"). The requisite members
of the Company's board of directors have (i) approved and declared advisable the Mediforum Merger Agreement and the Transactions
and (ii) resolved to recommend the approval and adoption of the Mediforum Merger Agreement and the Transactions by the Company's
stockholders.

 The
Mediforum Merger Agreement provides that the consideration for the Mergers (the "Merger Consideration") will be $250,000,000
payable 100% in 25,000,000 PubCo ordinary shares valued at $10.00 per share.

 The
Mediforum Merger Agreement, and related agreements are further described in our Current Report on Form 8-K filed with the SEC on January
12, 2024 and incorporated by reference herein as Exhibit 2.1.3. The Mediforum Merger Agreements provides that the issuance of the Pubco
ordinary shares to be issued pursuant to the Mediforum Merger Agreement, the warrants exercisable for Pubco ordinary shares that will
result from the amendment of the Company's public warrants at the consummation of the Mergers and the Pubco ordinary shares issuable
upon exercise of such warrants are to be registered with the SEC on a registration statement on Form F-4. Mediforum and the Company have
not yet filed the initial registration statement.

 First
Charter Amendment

 At
a special meeting held on May 1, 2023, the Company's stockholders approved the First Amendment to the Company's amended and
restated certificate of incorporation (the "First Charter Amendment"), changing the structure and cost of the Company's
right to extend the date (the "Termination Date") by which the Company must either complete its initial business combination
or else (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes
(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish the public stockholders' rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii)
above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 The
First Charter Amendment allowed the Company to extend the Termination Date from May 3, 2023 by up to six 1-month extensions to November
3, 2023, provided that (i) the Company's sponsor (or its affiliates or permitted designees) deposited into the Company's
Trust Account a payment (an "Extension Payment") equal to the lesser of (x) $100,000 or (y) $0.045 per share for each public
share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2023 unless the closing of the
Company's initial business combination had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon
consummation of a business combination.

 In
connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company's public shares
exercised their right to redeem those shares for cash at an approximate price of $10.61 per share, for an aggregate of approximately
$90.2 million, leaving 1,612,508 Company public shares outstanding after the May 1, 2023 stockholders meeting. Thus, the Extension Payment
for each one-month extension pursuant to the First Charter Amendment was $72,562.86.

 In
connection with the First Charter Amendment, the Company amended the trust agreement by entering into Amendment No. 1 to Investment Management
Trust Agreement dated May 1, 2023, by and between the Company and Continental, which conformed the extension procedures in the trust
agreement to the procedures in the First Charter Amendment.

 Second
Charter Amendment

 In
a special meeting held on October 25, 2023, the Company's stockholders approved a Second Amendment to the Company's amended
and restated certificate of incorporation (the "Second Charter Amendment"), giving the Company the right to extend the Termination
Date by up to six (6) more one-month extensions to May 3, 2024 provided that (i) the Company's sponsor (or its affiliates or permitted
designees) deposited into the Company's Trust Account a payment (an "Extension Payment") equal to the lesser of (x)
$60,000 or (y) $0.045 per share for each public share outstanding as of the applicable deadline date for each such one-month extension
until May 3, 2024 unless the closing of the Company's initial business combination had occurred in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of a business combination.

 In
connection with the approval of the Second Charter Amendment on October 25, 2023, holders of 264,443 of the Company's public shares
exercised their right to redeem those shares for cash at an approximate price of $11.12 per share, for an aggregate of approximately
$2.9 million, leaving 1,348,065 Company public shares outstanding after the October 25, 2023 stockholders meeting. Thus, the Extension
Payment for each one-month extension pursuant to the Second Charter Amendment was $60,000.

 In
connection with the Second Charter Amendment, the Company amended the trust agreement by entering into Amendment No. 2 to Investment
Management Trust Agreement dated October 25, 2023, by and between the Company and Continental, which conformed the extension procedures
in the trust agreement to the procedures in the Second Charter Amendment.

 Extensions

 On
October 28, 2022, as permitted by our amended and restated certificate of incorporation and at the request of our sponsor, our board
of directors extended the period of time to consummate our initial business combination to February 3, 2023, our sponsor deposited $1,012,000
(representing $0.10 per public unit sold in our initial public offering) into the trust account, and we issued to our sponsor a non-interest
bearing, unsecured promissory note in that amount. On February 2, 2023, at the request of our sponsor, we similarly further extended
period of time to consummate our initial business combination a second time to May 3, 2023, our sponsor deposited $1,012,000 (representing
$0.10 per public unit sold in our initial public offering) into the trust account, and we issued to our sponsor a second non-interest
bearing, unsecured promissory note in that amount.

 After
the adoption of the First Charter Amendment on May 1, 2023, the Company obtained six 1-month extensions extending the Termination Date
to November 3, 2023, and the Sponsor has deposited six Extension Payments, each of $72,562.86 (representing $0.045 per outstanding public
share of our Class A common stock), into the Trust Account and received six non-interest bearing, unsecured promissory notes.

 After
the adoption of the Second Charter Amendment on October 25, 2023, the Company obtained six more 1-month extensions extending the Termination
Date to May 3, 2024, and the Sponsor has deposited six Extension Payments, each of $60,000, into the Trust Account and received six non-interest
bearing, unsecured promissory notes.

 As
described in more detail below, the Company is scheduled to hold its Annual Meeting of its stockholders on April 30, 2024. At the meeting,
stockholders are being asked to vote on, among other items of business another amendment to our amended and restated certificate of incorporation
to allow the Company to obtain an additional six 1-month extensions extending the Termination Date to November 3, 2024 and another amendment
to our trust agreement making corresponding amendments. If these amendments are not approved by our stockholders and we do not complete
the Business Combination by March 3, 2024, then our existence will terminate, and we will distribute all amounts in the Trust Account.
If these amendments are approved and we obtain all six additional 1-month extensions but we do not complete our initial business combination
by November 3, 2024, then similarly our existence will terminate, and we will distribute all amounts in the Trust Account.

 2024
Annual Meeting of Stockholders

 The
Company is scheduled to hold its 2024 annual meeting of stockholders on April 30, 2024 (the "Annual Meeting"). The record
date for the Annual Meeting is April 9, 2024 and the meeting is scheduled to be held virtually. The board has proposed the following
items for the approval of the Company's stockholders at the Annual Meeting:

 1.

 A
 proposal to re-elect (the "Director Proposal") one director to the Board, with such director to serve until the third
 annual meeting of stockholders following this Annual Meeting or until his successor is elected and qualified with the Company's
 chief executive officer and chairman, George Peter Sobek, who is the incumbent, being the board's nominee;

 2.

 A
 proposal to ratify the selection by our Audit Committee of Adeptus Partners, LLC to serve as the Company's independent registered
 public accounting firm for the fiscal year ending December 31, 2024 (the "Auditor Proposal");

 3.

 A
 proposal to amend the Company's amended and restated certificate of incorporation to provide for the right of the holders of
 the Company's Class B common stock to convert such shares into shares of the Company's Class A common stock on a one-to-one
 basis at the election of such holders (the "Founder Share Amendment Proposal");

 4.

 A
 proposal to amend the Company's amended and restated certificate of incorporation to give the Company the right to further
 extend the Termination Date by up to an additional six 1-month extensions to November 3, 2024 provided that (i) the Company's
 sponsor (or its affiliates or permitted designees) deposits into the Company's trust account an Extension Payment equal to
 the lesser of (x) $100,000 or (y) $0.045 per share for each public share outstanding as of the applicable deadline date for each
 such one-month extension until November 3, 2024 unless the closing of the Company's initial business combination had occurred
 in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination (the "Extension
 Amendment Proposal");

 5.

 A
 proposal to further amend the trust agreement to extend the date on which Continental must liquidate the trust account if the Company
 has not completed its initial business combination, from May 3, 2024 by up to six one-month extensions to November 3, 2024 by depositing
 into the Trust Account the lesser of (x) $60,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable Deadline
 Date for ach such one-month extension (such proposal is the "Trust Amendment Proposal"); and

 6.

 A
 proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation
 and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the
 Director Proposal, Auditor Proposal, Charter Proposals, or Trust Amendment Proposal (the "Adjournment Proposal"). The
 Adjournment Proposal will only be presented at the Annual Meeting if there are not sufficient votes to approve any of the Director
 Proposal, Auditor Proposal, Charter Proposals, or Trust Amendment Proposal.

 In
connection with the Extension Amendment Proposal, the Company's public stockholders may elect to redeem their public shares at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest
shall be net of taxes payable), divided by the number of public shares then outstanding. We expect that the redemption price will be
approximately $11.53 per share.

 The
Company filed the definitive proxy statement for the Annual Meeting with the SEC on April 15, 2024.

 Business
Strategy and Competitive Advantages

 While
we may pursue an initial business combination target in any industry or geographic location, we have historically focused our search
on companies with operations in the vision sensing technologies ("VST"), including hardware chip solutions (such as chips,
modules and systems), VST-related application software, artificial intelligence ("AI") and other peripheral technologies
that assist to integrate and/or supplement VST applications; however, following the termination of the Newsight Business Combination
Agreement on December 9, 2023, we expanded our search into other technologies. There is no restriction in the geographic location of
targets we can pursue, however, we expressly disclaim any intent to and will not consummate a business combination with a target business
located in China or Hong Kong. We intend to capitalize on the following competitive advantages in our pursuit of a target company:

 Established
 Deal Sourcing Network. We believe the strong track record, industry experience and networks of our board and management team
 and our financial advisor, ARC Group Limited, will enable us to generate a quality deal pipeline. In addition, we believe we, through
 our board, management team and financial advisor, have contacts and sources from which to generate acquisition opportunities and
 possibly seek complementary follow-on business arrangements. These contacts and sources include those in government, private and
 public companies, private equity and venture capital funds, investment bankers, attorneys and accountants.

 Experience
 recognizing key technology trends: Members of our team have demonstrated experience in managing and growing businesses at the
 epicenter of major technology trends. More recently, certain team members have been active in identifying and investing, at earlier
 stages, in companies focusing on the next big trends, such as artificial intelligence, robotics, cloud services and automotive technology.

 Experience
 identifying strong management teams: With key members of our team having had significant senior executive roles in operating
 and investing in technology companies, we believe we have an ability to identify the characteristics of successful business leaders,
 and effectively engage with these management teams. In addition, members of our team have more recently been investing in many founder-led
 businesses.

 History
 of operating experience: Members of our team are seasoned operators having held executive level roles in various companies. We
 have experience in developing and executing strategy, building and retaining teams, and executing business combinations among other
 activities.

 Deep
 network and connections to company founders: Our team has numerous existing connections to company founders and business leaders
 across sectors within the technology industry. Members of our team have invested in many companies, served on many boards and worked
 with many influential founders and senior management teams within the technology industry, and specifically the sectors we intend
 to initially focus on.

 Status
 as a Publicly Listed Acquisition Company. We believe our structure will make us an attractive business combination partner to
 prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial
 public offering process. We believe that some target businesses will favor this alternative, which we believe is less expensive,
 while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering,
 there are typically underwriting fees and marketing expenses, which would be costlier than a business combination with us. Furthermore,
 once a proposed business combination is approved by our stockholders (if applicable) and the transaction is consummated, the target
 business will have effectively become public, whereas an initial public offering is always subject to the underwriter's ability
 to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe
 our target business would have greater access to capital and additional means of creating management incentives that are better aligned
 with stockholders' interests than it would as a private company. It can offer further benefits by augmenting a company's
 profile among potential new customers and vendors and aid in attracting talented management staffs.

 Acquisition
Criteria

 We
believe that the market for new technology and the accelerating rate of acceptance and utilization of such new technologies will be a
consistent driving factor in the economy of the future. We intend to leverage the extensive network and experience of our management
team, sponsor and advisors in identifying a suitable target within the technology industry and structuring a business combination that
is attractive to both the target and our public stockholders. Consistent with our strategy, we have identified the following general
criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and
guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business
that does not meet these criteria and guidelines.

 Innovative,
 high value: We intend to seek unique technologies within our target focus that have high value adding potential for exploitation
 across multiple markets and multiple applications. We intend to focus on technologies that have the potential to be paradigm shifting
 and disruptive.

 Unique
 with barriers to entry: We will seek technologies that are not easily replicated and/or that have patent protection or other
 barriers to competitive market entry. We intend to target businesses that differentiate themselves from their peers in ways that
 are difficult to replicate and have clear competitive advantages.

 Strong,
 Committed Management Teams: We intend to seek to target businesses that have strong, experienced, and committed management
 teams who we believe may benefit from our financial, managerial and investment expertise as well as our extensive industry networks
 and insights. We believe in ensuring that the interests of such team members are closely aligned with the interests of our stakeholders.

 Earnings
 Growth Potential: While we are aware of the propensity in the technology space to assign high valuations for growth potential,
 we intend to focus on the earliest possible achievement of a high, sustainable and growing level of profitability and cash flow.
 This also means we will seek investments with manageable capital requirements and existing or potential strategic partnerships.

 Focus
 on Value: We will seek opportunities that, based on our due diligence and industry experience, represents an attractive valuation
 relative to publicly listed companies with similar characteristics or in similar industry segments. We are particularly focused on
 finding opportunities where a mixture of our expertise, capital and public listing can help to enhance and accelerate value creation.

 These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time
our management may deem relevant.

 We
may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem
a significant number of our public shares upon completion of our initial business combination. We intend to acquire a company with an
enterprise value significantly above the net proceeds of our initial public offering and the sale of the private placement units remaining
in our trust account. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially
utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a
target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or
a combination of the foregoing. If we are unable to complete our initial business combination because we do not have sufficient funds
available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination,
if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing.

 Initial
Business Combination

 Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value
of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on
the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of
directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not
able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such
criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair
market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of
a particular target or if there is a significant amount of uncertainty as to the value of a target's assets or prospects. Additionally,
pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

 We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or
for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of
the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be
required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act").
Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the
business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the
target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number
of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would
acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders
immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent
to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued
for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market
value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our
initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

 To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.

 In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational,
legal and other information which will be made available to us.

 The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in
our incurring losses and will reduce the funds we can use to complete another business combination.

 Our
Business Combination Process

 In
evaluating prospective business combinations, we conduct a thorough due diligence review process that encompasses, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational,
legal and other information which will be made available to us. We also seek to utilize the expertise of our management team in analyzing
VST companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the
risk profile of the target business.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.
In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of
view.

 Certain
of our officers and directors presently have, and any of them in the future may have, fiduciary or contractual obligations to other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any
of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has
then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary
or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual
obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended
and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director
or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our
company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us
to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

 Our
Management Team

 Members
of our management team are not obligated to devote any specific number of hours to our matters, but they devote as much of their time
as they, in the exercise of their respective business judgement, deem necessary to our affairs until we have completed our initial business
combination. The amount of time our officers devote in any time period varies based on the stage of the initial business combination
process we are in. We do not have an employment agreement with any member of our management team.

 We
believe our management team's operating and transaction experience and relationships with companies will provide us with a substantial
number of potential business combination targets. Over the course of their careers, the members of our management team have developed
a broad network of contacts and corporate relationships in the financial industry. This network has grown through the activities of our
management team having served as directors or officers for numerous publicly-listed and privately-owned companies and experience with
regulatory compliance, corporate governance, initial public offerings, and mergers and acquisitions.

 Status
as a Public Company

 We
believe our structure makes us an attractive business combination partner to target businesses. As a public company, we offer a target
business an alternative to the traditional initial public offering through a merger or other business combination with us. Following
an initial business combination, we believe the target business would have greater access to capital and additional means of creating
management incentives that are better aligned with stockholders' interests than it would as a private company. A target business
can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In
a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the
target business for our shares of Class A common stock (or shares of a new holding company) or for a combination of our shares of Class
A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

 Although
there are various costs and obligations associated with being a public company, we believe target businesses will find this method a
more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial
public offering process takes a significantly longer period of time than the typical business combination transaction process, and there
are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road
show efforts that may not be present to the same extent in connection with an initial business combination with us.

 Furthermore,
once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters' ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business
combination, we believe the target business would then have greater access to capital and an additional means of providing management
incentives consistent with stockholders' interests and the ability to use its shares as currency for acquisitions. Being a public
company can offer further benefits by augmenting a company's profile among potential new customers and vendors and aid in attracting
talented employees.

 While
we believe that our structure and our management team's backgrounds will make us an attractive business partner, some potential
target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder
approval of any proposed initial business combination, negatively.

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not "emerging growth companies" including, but not limited to, not being required to comply with the independent
registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find
our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities
may be more volatile.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following November 3, 2026, the fifth
anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion,
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held
by non-affiliates exceeds $700 million as of the prior June 30 th, and (2) the date on which we have issued more than $1.0
billion in non-convertible debt securities during the prior three-year period.

 Additionally,
we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held
by non-affiliates equals or exceeds $250 million as of the end of the prior June 30 th, or (2) our annual revenues equaled
or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700
million as of the prior June 30 th.

Position

 With
funds available for an initial business combination in the amount of approximately $15.5 million as of April 9, 2024, we offer a target
business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion
of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial
business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the
most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.
However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

 Effecting
Our Initial Business Combination

 We
are not presently engaged in, and we will not engage in, any operations other than the pursuit of our initial business combination, for
an indefinite period of time. We intend to effectuate our initial business combination using cash from the proceeds of our initial public
offering and the private placement of the private placement units, the proceeds of the sale of our shares in connection with our initial
business combination (pursuant to backstop agreements we may enter into following the consummation of our initial public offering or
otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination
of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable
or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

 If
our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account
are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A
common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for
maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, to fund the purchase of other companies or for working capital.

 We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the
amounts held in the trust account. In addition, we are targeting businesses larger than we could acquire with the net proceeds of our
initial public offering and the sale of the private placement units and may as a result be required to seek additional financing to complete
such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing
only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with
assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination
would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There are
no prohibitions on our ability to raise funds privately, or through loans in connection with our initial business combination. At this
time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through
the sale of securities or otherwise.

 Sources
of Target Businesses

 Target
business candidates are brought to our attention from various unaffiliated sources, including investment bankers and investment professionals.
Target businesses are also brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings.
These sources introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these
sources will have read the prospectus of our initial public offering and know what types of businesses we are targeting. Our officers
and directors, as well as our sponsor and their affiliates, also bring to our attention target business candidates that they become aware
of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade
shows or conventions. In addition, we expect to receive a number of deal flow opportunities that would not otherwise necessarily be available
to us as a result of the business relationships of our officers and directors and our sponsor and their affiliates. While we do not presently
anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis,
we may engage these firms or other individuals in the future, in which event we may pay a finder's fee, consulting fee, advisory
fee or other compensation to be determined in an arm's length negotiation based on the terms of the transaction. We will engage
a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be
available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our
best interest to pursue. Payment of finder's fees is customarily tied to completion of a transaction, in which case any such fee
will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors
be paid any finder's fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the
company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of
our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors,
or any of their respective affiliates, will be allowed to receive any compensation, finder's fees or consulting fees from a prospective
business combination target in connection with a contemplated initial business combination except as set forth herein. We pay Vision
Sensing LLC, our sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support and to
reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating, and completing an initial business combination.
Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our
initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection
process of an initial business combination candidate.

 We
are not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated with
our sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership
with our sponsor, officers or directors. In the event we seek to complete our initial business combination with an initial business combination
target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial
business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other
context.

 If
any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business
of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business
combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently
have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

 Selection
of a Target Business and Structuring of our Initial Business Combination

 Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value
of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on
the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market
value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted
by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses
or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of directors is not able
to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.
While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value
of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular
target or if there is a significant amount of uncertainty as to the value of a target's assets or prospects. We do not intend to
purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement,
our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although
we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal
operations.

 In
any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities
of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business
or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be
taken into account for purposes of Nasdaq's 80% fair market value test. There is no basis for our investors to evaluate the possible
merits or risks of any target business with which we may ultimately complete our initial business combination.

 To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.

 In
evaluating a prospective business target, we expect to conduct a thorough due diligence review, which may encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities,
as well as a review of financial and other information that will be made available to us.

 The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in
our incurring losses and will reduce the funds we can use to complete another business combination.

 Lack
of Business Diversification

 For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. In addition, we are focusing our search for an initial business combination in a single
industry. By completing our initial business combination with only a single entity, our lack of diversification may:

 subject
 us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the
 particular industry in which we operate after our initial business combination, and

 cause
 us to depend on the marketing and sale of a single product or limited number of products or services.

 Limited
Ability to Evaluate the Target's Management Team

 Although
we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business
combination with that business, our assessment of the target business' management may not prove to be correct. In addition, the
future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial
business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge
relating to the operations of the particular target business.

 We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The
determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business
combination.

 Following
an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.

 Stockholders
May Not Have the Ability to Approve Our Initial Business Combination

 We
may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval
if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal
reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether
stockholder approval is currently required under Delaware law for each such transaction.

 Type
 of Transaction

 Whether
 Stockholder Approval is Required

 Purchase
 of assets

 No

 Purchase
 of stock of target not involving a merger with the company

 No

 Merger
 of target into a subsidiary of the company

 No

 Merger
 of the company with a target

 Yes

 Under
Nasdaq's listing rules, stockholder approval would be required for our initial business combination if, for example:

 we
 issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock
 then outstanding;

 any
 of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons
 collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise
 and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of
 5% or more; or

 the
 issuance or potential issuance of common stock will result in our undergoing a change of control.

 Permitted
Purchases of our Securities

 If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, or their affiliates may purchase
public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion
of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers or their
affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information
not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate
that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private
transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases
that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant
to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the
funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion of our initial
business combination.

 The
purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase
the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement
with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,
where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce
the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination
that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our shares of Class
A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult
to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

 Our
sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers,
directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt
of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.
To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact
only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account
or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial
business combination. Our sponsor, officers, directors or their affiliates will only purchase public shares if such purchases comply
with Regulation M under the Exchange Act and the other federal securities laws.

 Any
purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange
Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability
for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be
complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates
will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases
will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting
requirements.

 Redemption
Rights for Public Stockholders upon Completion of our Initial Business Combination

 We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the
completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account as of two business days prior to the consummation of the initial business combination including interest earned on
the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public
shares, subject to the limitations described herein. As of December 31, 2023, the amount in the trust account was approximately $15.2
million or $11.29 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be
reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into
a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and
private placement shares and any public shares held by them in connection with the completion of our initial business combination.

 Manner
of Conducting Redemptions

 We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the
completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business
combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business
combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as
the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or
stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder
approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding
common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure
an initial business combination with a target company in a manner that requires stockholder approval, we will not have discretion as
to whether to seek a stockholder vote to approve the proposed initial business combination. We may conduct redemptions without a stockholder
vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements
or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities
on Nasdaq, we will be required to comply with such rules.

 If
stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder
approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

 conduct
 the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
 of proxies, and not pursuant to the tender offer rules, and

 file
 proxy materials with the SEC.

 In
the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

 If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in
person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding
shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuant
to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and private placement shares and
any public shares purchased during or after our initial public offering (including in open market and privately negotiated transactions)
in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock
voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give
approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which
a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our
initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect
to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

 If
a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant
to our amended and restated certificate of incorporation:

 conduct
 the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

 file
 tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial
 and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the
 Exchange Act, which regulates the solicitation of proxies.

 Upon
the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with
Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender
offer, to comply with Rule 14e-5 under the Exchange Act.

 In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more
than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we
will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately
prior to or upon consummation of our initial business combination and after payment of underwriters' fees and commissions (so that
we are not subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which may
be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered
to purchase, we will withdraw the tender offer and not complete the initial business combination.

 Our
amended and restated certificate of incorporation provides that we will only redeem our public shares so long as (after such redemption)
our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of underwriters' fees and commissions (so that we are not subject to the SEC's "penny stock"
rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business
combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its
owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash
to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash
consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount
required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of
cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock
submitted for redemption will be returned to the holders thereof.

 Limitation
on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval

 Notwithstanding
the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with
our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that
a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert
or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with
respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the "Excess Shares."
Such restriction shall also be applicable to our affiliates. We believe this restriction will discourage stockholders from accumulating
large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed
initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current
market price or on other undesirable terms. By limiting our stockholders' ability to redeem no more than 15% of the shares sold
in our initial public offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably
attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination
with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not
be restricting our stockholders' ability to vote all of their shares (including Excess Shares) for or against our initial business
combination.

 Tendering
Stock Certificates in Connection with Redemption Rights

 We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in "street name," to either tender their certificates to our transfer agent up to two business days prior to the vote on
the proposal to approve the initial business combination, or to deliver their shares to the transfer agent electronically using the DWAC
System, at the holder's option. The proxy materials that we will furnish to holders of our public shares in connection with our
initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly,
a public stockholder would have up to two days prior to the vote on the initial business combination to tender its shares if it wishes
to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for stockholders to use electronic
delivery of their public shares.

 There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not
to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking
to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.

 The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with
their business combinations, many blank check companies would distribute proxy materials for the stockholders' vote on an initial
business combination, and a holder could simply vote against a proposed initial business combination and check a box on the proxy card
indicating such holder was seeking to exercise his or her redemption rights. After the initial business combination was approved, the
company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result,
the stockholder then had an "option window" after the completion of the initial business combination during which he or she
could monitor the price of the company's stock in the market. If the price rose above the redemption price, he or she could sell
his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption
rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become "option" rights
surviving past the completion of the initial business combination until the redeeming holder delivered its certificate. The requirement
for physical or electronic delivery prior to the meeting ensures that a redeeming holder's election to redeem is irrevocable once
the initial business combination is approved.

 Any
request to redeem such shares, once made, may be withdrawn at any time up to the date of the stockholder meeting. Furthermore, if a holder
of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the
applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically
or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares
will be distributed promptly after the completion of our initial business combination.

 If
our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.

 If
our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination
with a different target by May 3, 2024 ( which may be extended to November 3, 2024 if our stockholders approve the Extension Amendment
Proposal and the Trust Amendment Proposal at the Annual Meeting or such other later date as may be approved by the Company's stockholders
in accordance with the Company's certificate of incorporation).

 Redemption
of Public Shares and Liquidation if no Initial Business Combination

 Our
amended and restated certificate of incorporation provides that we will have until May 3, 2024 (which may be extended to such later date
as may be approved by the Company's stockholders in accordance with the Company's certificate of incorporation) to complete
our initial business combination. We have obtained all currently available extensions extending the period to May 3, 2024. As described
above under the heading "2024 Annual Meeting of Stockholders," we are seeking the approval of our stockholders to amendments
to our amended and restated certificate of incorporation and our trust agreement to be able to obtain up to six more 1-month extensions
to extend the deadline by which we must complete our initial business combination to up to November 3, 2024. If we are unable to complete
our initial business combination by May 3, 2024 (which may be extended to November 3, 2024 if our stockholders approve the Extension
Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting or such other later date as may be approved by the Company's
stockholders in accordance with the Company's certificate of incorporation), we will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of
directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by May 3, 2024 (which
may be extended to November 3, 2024 if our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal at
the Annual Meeting or such other later date as may be approved by the Company's stockholders in accordance with the Company's
certificate of incorporation).

 Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to any founder shares and private placement shares held by them if we fail to complete
our initial business combination by May 3, 2024 (which may be extended to November 3, 2024 if our stockholders approve the Extension
Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting or such other later date as may be approved by the Company's
stockholders in accordance with the Company's certificate of incorporation). However, if our sponsor, officers or directors acquire
public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with
respect to such public shares if we fail to complete our initial business combination by May 3, 2024 (which may be extended to November
3, 2024 if our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting or such other
later date as may be approved by the Company's stockholders in accordance with the Company's certificate of incorporation).

 We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.
As of December 31, 2023 we had funds in the amount of $244,612 remaining outside the trust account.

 We
will depend on sufficient interest being earned on the proceeds held in the trust account to pay any tax obligations we may owe. However,
if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent
that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional
amount of up to $100,000 of such accrued interest to pay those costs and expenses.

 If
we were to expend all of the net proceeds of our initial public offering and the sale of the private placement units, other than the
proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share
redemption amount received by stockholders upon our dissolution would be approximately $10.15. The proceeds deposited in the trust account
could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.
We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.15.
Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision
for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make
any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that
we will have funds sufficient to pay or provide for all creditors' claims.

 Although
we have sought and will continue to seek to have all vendors, service providers, prospective target businesses or other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they
execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent
inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,
in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.
If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform
an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver
if management believes that such third party's engagement would be significantly more beneficial to us than any alternative. Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Adeptus, our
independent registered public accounting firm, and the underwriters of our initial public offering, have not executed agreements with
us waiving such claims to the monies held in the trust account.

 In
addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor
has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us,
or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or
business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per public share and
(ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than
$10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply
to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust
account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial
public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to
reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy
its indemnity obligations and believe that our sponsor's only assets are securities of our company. Therefore, we cannot assure
you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.

 In
the event that the proceeds in the trust account are reduced below (i) $10.15 per public share or (ii) such lesser amount per public
share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets,
in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy
its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to
us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the
cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent
directors determine that a favorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligations
and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims
of creditors the actual value of the per-share redemption price will not be less than $10.15 per public share.

 We
seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to
have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor is also not be liable
as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities
under the Securities Act. We have access to the amounts held outside the trust account with which to pay any such potential claims (including
costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the
event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who
received funds from our trust account could be liable for claims made by creditors.

 Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public
shares in the event we do not complete our initial business combination by May 3, 2024 (which may be extended to November 3, 2024 if
our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting or such other later
date as may be approved by the Company's stockholders in accordance with the Company's certificate of incorporation) may
be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section
280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

 Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our initial business combination by May 3, 2024 (which may be extended to November 3, 2024 if our stockholders approve
the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting or such other later date as may be approved by
the Company's stockholders in accordance with the Company's certificate of incorporation), is not considered a liquidating
distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal
proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL,
the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three
years, as in the case of a liquidating distribution. If we are unable to complete our initial business combination by May 3, 2024 (which
may be extended to November 3, 2024 if our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal at
the Annual Meeting or such other later date as may be approved by the Company's stockholders in accordance with the Company's
certificate of incorporation), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in
the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following May 3,
2024 (which may be extended to November 3, 2024 if our stockholders approve the Extension Amendment Proposal and the Trust Amendment
Proposal at the Annual Meeting or such other later date as may be approved by the Company's stockholders in accordance with the
Company's certificate of incorporation) and, therefore, we do not intend to comply with those procedures. As such, our stockholders
could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders
may extend well beyond the third anniversary of such date.

 Because
we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such
time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within
the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be
limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as
lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our
underwriting agreement, we have sought and will continue to seek to have all vendors, service providers, prospective target businesses
or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or
to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited
and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may
be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.15 per public share
or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to
reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as
to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities
under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will
not be responsible to the extent of any liability for such third-party claims.

 If
we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the
trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot
assure you we will be able to return $10.15 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an
involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed
under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance."
As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and
our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
We cannot assure you that claims will not be brought against us for these reasons.

 Our
public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of
our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to
amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem
100% of our public shares if we do not complete our initial business combination by May 3, 2024 (which may be extended to November 3,
2024 if our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting or such other
later date as may be approved by the Company's stockholders in accordance with the Company's certificate of incorporation)
or (B) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity, and (iii)
the redemption of all of our public shares if we are unable to complete our business combination by May 3, 2024 (which may be extended
to November 3, 2024 if our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting
or such other later date as may be approved by the Company's stockholders in accordance with the Company's certificate of
incorporation), subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or
in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder's
voting in connection with the initial business combination alone will not result in a stockholder's redeeming its shares to us
for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above.
These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate
of incorporation, may be amended with a stockholder vote.

 Competition

 In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged
buyout funds, and operating businesses seeking strategic business combinations. Many of these entities are well established and have
extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited
by our available financial resources. This inherent limitation gives others an advantage in pursuing the initial business combination
of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution
they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive
disadvantage in successfully negotiating an initial business combination.

 Employees

 We
have two officers. These individuals are not obligated to devote any specific number of hours to our matters, but they devote as much
of their time as they deem necessary, in the exercise of their respective business judgement, to our affairs until we have completed
our initial business combination. The amount of time our officers devote in any time period varies based on the stage of the initial
business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business
combination. We do not have an employment agreement with any member of our management team.

 Periodic
Reporting and Financial Information

 We
have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports will contain financial statements audited and reported on by our independent registered public accountants.

 We
will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials
or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial
statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical
financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements
may limit the pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination
within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination
candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare
its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we
may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates,
we do not believe that this limitation will be material.

 We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

 We
have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange
Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing
a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial
business combination.

 Item
 1A.

 Risk
 Factors.

 As
a smaller reporting company, we are not required to include risk factors in this Report. However, below is a partial list of material
risks, uncertainties and other factors that could have a material effect on the Company and its operations:

 our
 ability to realize anticipated benefits of the Business Combination, and unanticipated expenses or delays in connection with the
 Business Combination.

 we
 are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target;

 we
 may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed
 time frame;

 our
 expectations around the performance of a prospective target business or businesses may not be realized;

 we
 may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

 our
 officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have
 conflicts of interest with our business or in approving our initial business combination;

 we
 may not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders
 requesting redemption;

 we
 may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing
 market price of our shares at that time;

 you
 may not be given the opportunity to choose the initial business target or to vote on the initial business combination;

 trust
 account funds may not be protected against third party claims or bankruptcy;

 an
 active market for our public securities' may not develop and you will have limited liquidity and trading;

 the
 availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to
 the business combination; and

 our
 financial performance following a business combination with an entity may be negatively affected by their lack an established record
 of revenue, cash flows and experienced management.

 Changes
 in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
 to negotiate and complete our initial business combination and results of operations.

 If
 we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we
 may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if
 we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our
 operations.

 For
the complete list of risks relating to our operations, see the section titled "Risk Factors" contained in our Registration
Statement.

 Item
 1B.

 Unresolved
 Staff Comments.

 Not
applicable.

 Item
 1C.

 Cybersecurity

 As
a blank check company, we have no operations and therefore do not have any operations of our own that face cybersecurity threats. However,
we do depend on the digital technologies of third parties, and any sophisticated and deliberate attacks on, or security breaches in,
systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation
of our assets, proprietary information and sensitive or confidential data and could have a material adverse effect on our business, financial
condition or reputation. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes
of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose.

 Our
board of directors and our audit committee oversee risk for our company and are generally responsible for the oversight of risks from
cybersecurity threats. Our management will promptly report to the board of directors and our audit committee on incidents of material
cybersecurity risks facing us and any third parties and the measures that may be taken to mitigate such risks. In the event of a cybersecurity
incident, we intend to follow an incident response plan, which outlines the steps to be followed from incident identification, mitigation,
recovery and notification to legal counsel, senior leadership and the board of directors and our audit committee.

 We
have not encountered any cybersecurity incidents since our IPO.

 Item
 2.

 Properties.

 Our
executive offices are located at Suite 500, 78 SW 7th Street Miami, Florida 33130, and our telephone number is (786) 633-2520. The cost
for our use of this space is included in the $10,000 per month fee we pay to our sponsor for office space, administrative and shared
personnel support services. We consider our current office space adequate for our current operations.

 Item
 3.

 Legal
 Proceedings.

 To
the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors
in their capacity as such or against any of our property.

 Item
 4.

 Mine
 Safety Disclosures.

 Not
applicable.

 PART
II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 (a)

 Market
 Information

 Our
units, public shares and public warrants are each traded on Nasdaq under the symbols "VSACU," "VSAC," AND "VSACW,"
respectively. Our units commenced public trading on November 1, 2021, and our public shares and public warrants commenced separate public
trading on December 23, 2021.

 (b)

 Holders

 On
April 15, 2024, there was one holder of record of our shares of Class A common stock, one holder of record of our Class B common stock,
one holder of record of our warrants and two holders of record of our units.

 (c)

 Dividends

 We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent
to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors
is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur
any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.

 (d)

 Securities
 Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)

 Recent
 Sales of Unregistered Securities

 On
November 3, 2021, simultaneously with the consummation of the closing of our Initial Public Offering, we consummated the Private Placement
of an aggregate of 426,500 Private Placement Units to our Sponsor at a price of $10.00 per Private Placement Unit, generating total gross
proceeds of $4,265,000. Additionally, on November 3, 2021, simultaneously with the exercise by the underwriters of the overallotment,
we consummated the Private Placement of an additional 46,200 Private Placement Units to the Sponsor, generating gross proceeds of $462,000.
No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 The
Private Placement Warrants are identical to the Public Warrants except that (1) the Private Placement Warrants (including shares issuable
upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the closing of our
initial Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated
with our Sponsor), and subject to securities laws restrictions regarding sale of private securities and (2) holders of our Private Placement
Warrants are entitled to certain registration rights as described in Note 6 to our financial statements.

 (f)

 Purchases
 of Equity Securities by the Issuer and Affiliated Purchasers

 In
connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company's Public Shares
exercised their right to redeem those shares for cash at an approximate price of $10.61 per share, for an aggregate of approximately
$90.2 million, leaving 1,612,508 Company Public Shares outstanding after the May 1, 2023, stockholders meeting.

 In
connection with the approval of the Second Charter Amendment on October 25, 2023, holders of 264,443 of the Company's Public Shares
exercised their right to redeem those shares for cash at an approximate price of $11.12 per share, for an aggregate of approximately
$2.94 million, leaving 1,348,065 Company Public Shares outstanding after the October 25, 2023, stockholders meeting.

 (g)

 Use
 of Proceeds from the Initial Public Offering

 On
November 3, 2021, we consummated our initial public offering of 10,120,000 units, including 1,320,000 units issued pursuant to the exercise
of the underwriters' over-allotment option. Each unit consists of one share of Class A common stock and three-quarters of one redeemable
warrant, with each whole warrant entitling the holder thereof to purchase one public share for $11.50 per share. The units were sold
at a price of $10.00 per unit, generating gross proceeds to us of $101,200,000.

with the consummation of the initial public offering, we completed the private placement of an aggregate of 472,700 units to our sponsor,
including 46,200 units issued pursuant to the underwriters' exercise of the over-allotment option in full, at a purchase price
of $10.00 per private placement unit, generating total gross proceeds of $4,727,000.

 A
total of $102,718,000, comprised of $101,200,000 of the proceeds from the IPO (which amount includes $3,542,000 of the underwriters'
deferred discount) and $1,518,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account
maintained by Continental, acting as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government
securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and
meeting certain conditions under Rule 2a-7 under the Investment Company Act.

 On
December 23, 2021, the Class A ordinary shares and Public Warrants included in the Units began separate trading.

 Transaction
costs of the Initial Public Offering with the exercise of the overallotment amounted to $6,002,024 consisting of $2,024,000 of cash underwriting
fees, $3,542,000 of deferred underwriting fees and $436,024 of other costs.

 Following
the closing of the Initial Public Offering and full exercise of underwriter's over-allotment option, $953,522 of cash was held
outside of the Trust Account available for working capital purposes.

 On
October 28, 2022, at the request of our sponsor, our board of directors extended the period of time to consummate a Business Combination
to February 3, 2023, our sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the
trust account, and we issued to our sponsor a non-interest bearing, unsecured promissory note in that amount. On February 2, 2023, at
the request of our sponsor, we extended period of time to consummate a Business Combination a second time to May 3, 2024, our sponsor
deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the trust account, and we issued to
our sponsor a second non-interest bearing, unsecured promissory note in that amount. If we do not complete the Business Combination with
Newsight or another business combination by May 3, 2024 (which may be extended to November 3, 2024 if our stockholders approve the Extension
Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting or such other later date as may be approved by our stockholders
in an amendment to our certificate of incorporation), then our existence will terminate, and we will distribute all amounts in the Trust
Account.

 As
of December 31, 2023, we have available to us $244,612 of cash on our balance sheet and a working deficit of $6,349,573.

 Item
 6.

 Reserved.

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations.

 References
to the "Company," "us," "our" or "we" refer to Vision Sensing Acquisition Corp. The following
discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial
statements and related notes included herein.

 Cautionary
Note Regarding Forward-Looking Statements

 All
statements other than statements of historical fact included in this Report including, without limitation, statements under this "Management's
Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business
strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report,
words such as "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain
factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons
acting on the Company's behalf are qualified in their entirety by this paragraph.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set
forth below includes forward-looking statements that involve risks and uncertainties.

 Overview

 We
are a blank check company formed under the laws of the State of Delaware on August 13, 2021. We were formed for the purpose of entering
into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination
with one or more target businesses. While our efforts to identify a target business may span many industries and regions worldwide, we
focus on companies with operations in vision sensing technologies. We intend to effectuate our initial Business Combination using cash
from the proceeds of our Initial Public Offering and the private placement of the Private Units, the proceeds of the sale of our shares
in connection with our initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders
or the owners of the target, or a combination of the foregoing.

 We
expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans
to complete our initial Business Combination will be successful.

 The
Terminated Newsight Business Combination Agreement. On August 30, 2022, the Company entered into the Original Newsight Business Combination
Agreement with Newsight, and Newsight MergerSub, Inc, which was amended on January 19, 2023 by the First Newsight BCA Amendment and again
on January 29, 2023 by the Second Newsight BCA Amendment.

to the Newsight Business Combination Agreement, at the Closing of the transactions contemplated thereunder, and following the Recapitalization
and the PIPE Investment (as each such term is defined and described in the Newsight Business Combination Agreement), (i) Merger Sub would
have merged with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of Newsight;
(ii) the common stock of the Company (including Class A common stock and Class B common stock) would have been converted into Newsight
Ordinary Shares on a one-for-one basis; (iii) warrants to purchase the Company's common stock would have instead become eligible
to purchase the same number of Newsight Ordinary Shares at the same exercise price and for the same exercise period; (iv) the Company
would have become a wholly owned subsidiary of Newsight; and (v) the Company would have changed its corporate name to Newsight HoldCo,
Inc., and wuold have a restated certificate of incorporation appropriate for a private corporation.

filed a Registration Statement on Form F-4 with the SEC on December 8, 2022 to register the issuance of the Newsight Ordinary Shares
that were to be issued at the consummation of the Newsight Business Combination Agreement, the warrants exercisable for Newsight Ordinary
Shares that would have resulted from the amendment of the Company's public warrants at the consummation of the Newsight Business
Combination Agreement and the Newsight Ordinary Shares issuable upon exercise of such warrants. Newsight filed an Amendment No. 1 thereto
on January 20, 2023, an Amendment No. 2 thereto on February 13, 2023 and an Amendment No. 3 thereto on March 27, 2023.

 The
Newsight Business Combination Agreement is further described in our Current Report on Form 8-K filed with the SEC on September 6, 2022
and our Current Report on Form 8-K filed with the SEC on January 30, 2023 and in the Newsight Form F-4.

 On
December 9, 2023, the Company, Newsight and Merger Sub entered into the Mutual Termination Agreement pursuant to which they terminated
the Newsight Business Combination Agreement by mutual agreement in accordance with Section 7.1(a) thereof, and each party, on behalf
of itself and its agents, released, waived and forever discharged the other parties and their agents of and from any and all obligation
or liability arising under the Business Combination Agreement. The Company and Newsight determined to mutually terminate the Business
Combination Agreement because of challenging global economic conditions.

 The
Mediforum Merger Agreement. On January 12, 2024, the Company entered into the Mediforum Agreement and Plan of Merger with Mediforum.
Pursuant to the Mediforum Merger Agreement, prior to the Closing, Mediforum will restructure and redomesticate ("Restructuring
and Redomestication") to the British Virgin Islands (the "BVI Company").

to the terms of the Mediforum Merger Agreement, a new British Virgin Islands business company, PubCo, a British Virgin Islands company
and a wholly owned direct subsidiary of PubCo, Merger Sub 1, and a Delaware limited liability company and a wholly owned direct subsidiary
of PubCo, Merger Sub 2 will be formed for the purpose of participating in the transactions contemplated by the Merger Agreement, including,
without limitation, (a) the merger of Merger Sub 1 with and into the BVI Company, with the BVI Company surviving such merger as a wholly
owned subsidiary of PubCo, the Initial Merger, and (b) the merger of Merger Sub 2 with and into the Company, with the Company surviving
such merger as a wholly owned subsidiary of PubCo, the SPAC Merger. The requisite members of the Company's board have (i) approved
and declared advisable the Merger Agreement and the Transactions and (ii) resolved to recommend the approval and adoption of the Merger
Agreement and the Transactions by the Company's stockholders.

 The
Mediforum Merger Agreement provides that the Merger Consideration will be $250,000,000 payable 100% in 25,000,000 PubCo ordinary shares
valued at $10.00 per share.

 The
Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the SEC on January
16, 2024.

 For
further information regarding the Merger Agreement and our proposed initial business combination with Mediforum, please refer to Note
1 of this Annual Report.

 Amendments
to the Amended & Restated Certificate of Incorporation. At a special meeting held on May 1, 2023, the Company's stockholders
approved the First Amendment to the Company's amended and restated certificate of incorporation (the "First Charter Amendment"),
changing the structure and cost of the Company's right to extend the date (the "Termination Date") by which the Company
must either complete its initial business combination or else (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish the public stockholders' rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.

 The
First Charter Amendment allowed the Company to extend the Termination Date from May 3, 2023 by up to six 1-month extensions to November
3, 2023, provided that (i) the Company's sponsor (or its affiliates or permitted designees) deposited into the Company's
Trust Account a payment (an "Extension Payment") equal to the lesser of (x) $100,000 or (y) $0.045 per share for each public
share outstanding as of the applicable deadline date for each such one-month extension until November 3, 2023 unless the closing of the
Company's initial business combination had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon
consummation of a business combination.

 In
connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company's public shares
exercised their right to redeem those shares for cash at an approximate price of $10.61 per share, for an aggregate of approximately
$90.2 million, leaving 1,612,508 Company public shares outstanding after the May 1, 2023 stockholders meeting. Thus, the Extension Payment
for each one-month extension pursuant to the First Charter Amendment was $72,562.86.

 In
connection with the First Charter Amendment, the Company amended the trust agreement by entering into Amendment No. 1 to Investment Management
Trust Agreement dated May 1, 2023, by and between the Company and Continental, which conformed the extension procedures in the trust
agreement to the procedures in the First Charter Amendment.

 In
a special meeting held on October 25, 2023, the Company's stockholders approved a Second Amendment to the Company's amended
and restated certificate of incorporation (the "Second Charter Amendment"), giving the Company the right to extend the Termination
Date by up to six (6) more one-month extensions to May 3, 2024 provided that (i) the Company's sponsor (or its affiliates or permitted
designees) deposited into the Company's Trust Account a payment (an "Extension Payment") equal to the lesser of (x)
$60,000 or (y) $0.045 per share for each public share outstanding as of the applicable deadline date for each such one-month extension
until May 3, 2024 unless the closing of the Company's initial business combination had occurred in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of a business combination.

 In
connection with the approval of the Second Charter Amendment on October 25, 2023, holders of 264,443 of the Company's public shares
exercised their right to redeem those shares for cash at an approximate price of $11.12 per share, for an aggregate of approximately
$2.9 million, leaving 1,348,065 Company public shares outstanding after the October 25, 2023 stockholders meeting. Thus, the Extension
Payment for each one-month extension pursuant to the Second Charter Amendment was $60,000.

 In
connection with the Second Charter Amendment, the Company amended the trust agreement by entering into Amendment No. 2 to Investment
Management Trust Agreement dated October 25, 2023, by and between the Company and Continental, which conformed the extension procedures
in the trust agreement to the procedures in the Second Charter Amendment.

 Extensions
to the Deadline to Complete Our Initial Business Combination. On October 28, 2022, as permitted by our amended and restated certificate
of incorporation and at the request of our sponsor, our board of directors extended the period of time to consummate our initial business
combination to February 3, 2023, our sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering)
into the trust account, and we issued to our sponsor a non-interest bearing, unsecured promissory note in that amount. On February 2,
2023, at the request of our sponsor, we similarly further extended period of time to consummate our initial business combination a second
time to May 3, 2023, our sponsor deposited $1,012,000 (representing $0.10 per public unit sold in our initial public offering) into the
trust account, and we issued to our sponsor a second non-interest bearing, unsecured promissory note in that amount.

 After
the adoption of the First Charter Amendment on May 1, 2023, the Company obtained six 1-month extensions extending the Termination Date
to November 3, 2023, and the Sponsor has deposited six Extension Payments, each of $72,562.86 (representing $0.045 per outstanding public
share of our Class A common stock), into the Trust Account and received six non-interest bearing, unsecured promissory notes.

 After
the adoption of the Second Charter Amendment on October 25, 2023, the Company obtained six more 1-month extensions extending the Termination
Date to May 3, 2024, and the Sponsor has deposited six Extension Payments, each of $60,000, into the Trust Account and received six non-interest
bearing, unsecured promissory notes.

 As
described in more detail below, the Company is scheduled to hold its Annual Meeting of its stockholders on April 30, 2024. At the meeting,
stockholders are being asked to vote on, among other items of business another amendment to our amended and restated certificate of incorporation
to allow the Company to obtain an additional six 1-month extensions extending the Termination Date to November 3, 2024 and another amendment
to our trust agreement making corresponding amendments. If these amendments are not approved by our stockholders and we do not complete
the Business Combination by March 3, 2024, then our existence will terminate, and we will distribute all amounts in the Trust Account.
If these amendments are approved and we obtain all six additional 1-month extensions but we do not complete our initial business combination
by November 3, 2024, then similarly our existence will terminate, and we will distribute all amounts in the Trust Account.

 2024
Annual Meeting of Stockholders. The Company is scheduled to hold its 2024 Annual Meeting of stockholders on April 30, 2024. The record
date for the Annual Meeting is April 9, 2024 and the meeting is scheduled to be held virtually. The board has proposed the following
items for the approval of the Company's stockholders at the Annual Meeting:

 1.

 The
 Director Proporal to re-elect one director to the Board, with such director to serve until the third annual meeting of stockholders
 following this Annual Meeting or until his successor is elected and qualified with the Company's chief executive officer and
 chairman, George Peter Sobek, who is the incumbent, being the board's nominee;

 2.

 The
 Auditor Proposal to ratify the selection by our Audit Committee of Adeptus Partners, LLC to serve as the Company's independent
 registered public accounting firm for the fiscal year ending December 31, 2024;

 3.

 The
 Founder Share Amendment Proposal to amend the Company's amended and restated certificate of incorporation to provide for the
 right of the holders of the Company's Class B common stock to convert such shares into shares of the Company's Class
 A common stock on a one-to-one basis at the election of such holders;

 4.

 The
 Extension Amendment Proposal to amend the Company's amended and restated certificate of incorporation to give the Company the
 right to further extend the Termination Date by up to an additional six 1-month extensions to November 3, 2024 provided that (i)
 the Company's sponsor (or its affiliates or permitted designees) deposits into the Company's trust account an Extension
 Payment equal to the lesser of (x) $100,000 or (y) $0.045 per share for each public share outstanding as of the applicable deadline
 date for each such one-month extension until November 3, 2024 unless the closing of the Company's initial business combination
 had occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination;

 5.

 The
 Trust Amendment Proposal to further amend the trust agreement to extend the date on which Continental must liquidate the trust account
 if the Company has not completed its initial business combination, from May 3, 2024 by up to six one-month extensions to November
 3, 2024 by depositing into the Trust Account the lesser of (x) $60,000 or (y) $0.045 per share for each Public Share outstanding
 as of the applicable Deadline Date for ach such one-month extension; and

 6.

 A
 Adjournment Proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation
 and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the
 Director Proposal, Auditor Proposal, Charter Proposals, or Trust Amendment Proposal. The Adjournment Proposal will only be presented
 at the Annual Meeting if there are not sufficient votes to approve any of the Director Proposal, Auditor Proposal, Charter Proposals,
 or Trust Amendment Proposal.

 In
connection with the Extension Amendment Proposal, the Company's public stockholders may elect to redeem their public shares at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest
shall be net of taxes payable), divided by the number of public shares then outstanding. We expect that the redemption price will be
approximately $11.53 per share.

 The
Company filed the definitive proxy statement for the Annual Meeting with the SEC on April 15, 2024.

 Results
of Operations

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through December 31, 2023
were organizational activities, those necessary to prepare for our Initial Public Offering, described below, identifying a target company
for an initial Business Combination, conducting due diligence on prospective targets, negotiating the Business Combination Agreement
with Newsight and preparing filings with the SEC including working with Newsight on the Newsight Form F-4. We do not expect to generate
any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of
interest income on marketable securities held in the Trust Accounts. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 For
the year ended December 31, 2023, we had a net loss of $153,520, which consists of formation and operating costs of $1,608,938, franchise
tax cost of $171,207, income tax expenses $616,681, and interest earned on investments held of $2,243,306.

 For
the year ended December 31, 2022, we had a net loss of $147,396, which consists of formation and operating costs of $1,420,165, franchise
tax cost $209,511, income tax expense $5,000 and interest earned on investment held in the Trust Account of $1,487,280.

 Liquidity
and Capital Resources

 On
November 3, 2021, we consummated our Initial Public Offering of 10,120,000 Units at a price of $10.00 per Unit, generating gross proceeds
of $101,200,000. Simultaneously with the consummation of the initial public offering, we completed the private placement of an aggregate
of 472,700 units to our sponsor at a purchase price of $10.00 per private placement unit, generating total gross proceeds of $4,727,000.

 For
the year ended December 31, 2023, cash used in operating activities was $641,515.

 As
of December 31, 2023, we had investments of $15,225,623 held in the Trust Accounts. We intend to use substantially all of the funds held
in the Trust Accounts, including any amounts representing interest earned on the Trust Accounts (less taxes paid and deferred underwriting
commissions) to complete our initial Business Combination. We may withdraw interest to pay taxes. During the period ended December 31,
2023, we withdraw $636,074 interest earned on the Trust Accounts. To the extent that our capital stock or debt is used, in whole or in
part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Accounts will be used as
working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 As
of December 31, 2023, we had cash of $244,612 outside of the Trust Accounts. We intend to use the funds held outside the Trust Accounts
primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and
from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents
and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.

 In
order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor
or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination
does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds
from our Trust Accounts would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the
Placement Units, at a price of $10.00 per unit at the option of the lender.

 On
August 9, 2022, we issued a non-interest-bearing promissory note to our sponsor for loans in the principal amount of up to $1,500,000,
which is convertible into units as described above. The note matures on the earlier to occur of the consummation of our initial business
combination or the date of winding up of our business. As of December 31, 2023, we had received total advances under this note in the
principal amount of $512,303.

 We
issued two non-interest-bearing, unsecured promissory notes each in the principal amount of $1,012,000 to our sponsor on October 28,
2022 and February 2, 2023 to fund the two extensions to the deadline to complete our initial business combination as described above
under the heading "Extensions" in Item 1 of Part 1 of this report. The notes mature on the earlier to occur of the consummation
of our initial business combination or the date of winding up of our business. These notes are not convertible into units.

 If
our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial Business Combination
are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial
Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because
we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which
case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable
securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we
are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to
cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient,
we may need to obtain additional financing in order to meet our obligations.

 In
connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, "Disclosures of Uncertainties
about an Entity's ability to Continue as a Going Concern," we have determined that if we are unable to raise additional funds
to alleviate liquidity needs as well as complete a Business Combination by May 3, 2024 (which may be extended to November 3, 2024 if
our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting or such other later
date as may be approved by our stockholders in an amendment to our certificate of incorporation), then we will cease all operations except
for the purpose of liquidating. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial
doubt about our ability to continue as a going concern. We plan to consummate a Business Combination prior to the mandatory liquidation
date. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 3,
2024.

 Contractual
Obligations

 On
August 9, 2022, we issued a non-interest-bearing promissory note to our sponsor for loans in the principal amount of up to $1,500,000,
which is convertible into units identical to the Placement Units, at a price of $10.00 per unit at the option of the lender. The note
matures on the earlier to occur of the consummation of our initial business combination or the date of winding up of our business. As
of December 31, 2023, we had received total advances under this note in the principal amount of $512,303.

 We
issued two non-interest-bearing, unsecured promissory notes each in the principal amount of $1,012,000 to our sponsor on October 28,
2022 and February 2, 2023 to fund the two extensions to the deadline to complete our initial business combination as described above
under the heading "Extensions" in Item 1 of Part 1 of this report. The notes mature on the earlier to occur of the consummation
of our initial business combination or the date of winding up of our business. These notes are not convertible into units.

 In
connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $1 million of bridge financing
to fund Newsight's transaction expenses in certain circumstances and subject to certain conditions in respect of the amount of
funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of
7.4% of Newsight's outstanding shares, has agreed to loan such funds to us on substantially identical terms in order to fund our
obligation to make advances to Newsight. On November 4, 2022, Dr. So advanced $1,000,000 to us, which we in turn advanced to Newsight.
The bridge financing and accrued interest, of 10% per annum accrued and compounded monthly, shall be mature and be payable upon Newsight's
receipt of $2,000,000 in financing. The Company has requested repayment from Newsight; however, Newsight has denied that any amounts
are currently due.

 Except
for the notes issued to our sponsor described above, we do not have any long-term debt, capital lease obligations, operating lease obligations
or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee up to $10,000 for office space, utilities and secretarial
and administrative support services. We began incurring these fees on November 3, 2021 and will continue to incur these fees monthly
until the earlier of the completion of the Business Combination and our liquidation.

 The
underwriters are entitled to a deferred fee of $3,542,000 in the aggregate. The deferred fee will become payable to the underwriters
from the amounts held in the Trust Accounts solely in the event that the Company completes a Business Combination, subject to the terms
of the underwriting agreement.

 Critical
Accounting Policies

 This
management's discussion and analysis of our financial condition and results of operations is based on our audited financial statements,
which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these audited
financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates
and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical
experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different assumptions or conditions.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.

 Net
Loss Per Ordinary Share

 Net
income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for
the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with
the Initial Public Offering and warrants issued as components of the Private Placement Units (the "Placement Warrants") since
the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

 Net
loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted
for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable
common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and
non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on
the Trust Account.

 Class
A Common Stock Subject to Possible Redemption

 All
of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the
redemption of such Public Shares in connection with the Company's liquidation, if there is a stockholder vote or tender offer in
connection with the Business Combination and in connection with certain amendments to the Company's amended and restated certificate
of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock
that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company's control) are classified as temporary equity. Ordinary liquidation events, which involve
the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although
the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public
shares in an amount that would cause its net tangible assets (stockholders' equity) to be less than $5,000,001. However, the threshold
in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed
outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value
of redeemable common stock to equal the redemption value ($10.15 per share) at the end of each reporting period. Such changes are reflected
in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.

 In
connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the Company's Public Shares
exercised their right to redeem those shares for cash at an approximate price of $10.61 per share, for an aggregate of approximately
$90.2 million, leaving 1,612,508 Company Public Shares outstanding after the May 1, 2023, stockholders meeting.

 In
connection with the approval of the Second Charter Amendment on October 25, 2023, holders of 264,443 of the Company's Public Shares
exercised their right to redeem those shares for cash at an approximate price of $11.12 per share, for an aggregate of approximately
$2.94 million, leaving 1,348,065 Company Public Shares outstanding after the October 25, 2023, stockholders meeting.

 On
December 31, 2023, 1,348,065 shares of Class A Common Stock outstanding are subject to possible redemption.

 Off-Balance
Sheet Arrangements

 As
of December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 Item
 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk

 Not
required for smaller reporting companies.

 Item
 8.

 Statements and Supplementary Data.

 This
information appears following Item 15 of this Report and is included herein by reference.

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
 9A.

 Controls
 and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 Under
the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together,
the "Certifying Officers"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers
concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Report on Internal Controls over Financial Reporting

 This
Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting
or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for
newly public companies.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Item
 9B.

 Other
 Information.

 None.

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Directors
and Executive Officers

 As
of the date of this Report, our directors and officers are as follows:

 Name

 Age

 Position

 George
 Peter Sobek

 Chairman
 and Chief Executive Officer

 Hang
 Kon Louis Ma

 Director,
 Chief Financial Officer and Secretary

 Joseph
 Mitchell Magen

 William
 Welser IV

 Garry
 Richard Stein

 The
experience of our directors and executive officers is as follows:

 Mr.
George Peter Sobek has served as our Chairman and Chief Executive Officer since September 2021. Mr. Sobek has served many executive
roles in the financial industry over a more than 20-year career serving as director and executive officer of multiple companies operating
within the global financial markets. An expert in regulatory compliance, operational risk and corporate governance, Mr. Sobek has been
responsible for developing and implementing business strategies and operational processes for some of the world's leading financial
institutions. He has been engaged by both buy side and sell side investment firms in corporate finance, trading, sales, and investment
management. Over his career, Mr. Sobek has developed an extensive network and we believe his knowledge and exposure on a global scale
will enable us to locate and attract potential targets. Among his recent engagements, from February 2019 to March 2021, Mr. Sobek was
the Deputy Chief Compliance Officer and Money Laundering Reporting Officer of APAC, Citadel Group, including Citadel Asset Management,
a global multi-strategy Hedge Fund, and Citadel Securities, a proprietary electronic trading firm and liquidity provider. From September
2014 to December 2018, Mr. Sobek was the APAC Head of Compliance; Business Development for Jane Street Asia Limited, a global proprietary
electronic trading firm and liquidity provider that trades a range of global financial products. Prior thereto, Mr. Sobek worked in senior
executive roles in a number of major investment firms. Mr. Sobek has an LLB (Hons) degree from the University of Hertfordshire and is
a member of the New York State Bar Association. He has numerous certifications from industry and regulatory bodies related to securities
regulation, practice, and governance. We believe Mr. Sobek is well qualified to serve as a member of our board of directors due to his
extensive strategic, management and legal experience.

 Mr.
Hang Kon Louis Ma has served as our director, Chief Financial Officer and Secretary since September 2021. Mr. Ma is a highly
experienced senior executive with extensive management and financial experience in listed companies in the United States and Hong Kong.
He is currently an executive director, the chief financial officer, and the company secretary of G.A. Holdings Limited (SEHK: 8126),
a listed company trading on the Hong Kong Stock Exchange Limited. He is familiar with Hong Kong listing rules and has hands-on experience
in listed companies including the initial public offerings, reverse takeovers, and mergers and acquisitions. He has been the key liaison
of various listed companies with both the Stock Exchange of Hong Kong and the Securities and Futures Commission of Hong Kong. Among his
recent engagements, since November 2015, Mr. Ma has been serving as an executive director, the Chief Financial Officer and Company Secretary
for G.A. Holdings Limited, which engages in the sale, servicing and after-sales business of automobiles covering leading brands such
as Ferrari, Maserati and BMW in China, and car rental business under Hertz licensing in Hong Kong. Mr. Ma previously held senior positions
at a number of international corporations and local enterprises in Hong Kong. An accountant by training, he held senior positions at
one of the "Big Four" accounting firms and at a consulting subsidiary of another major accounting firm. Mr. Ma is a chartered
secretary in the United Kingdom and Hong Kong, a chartered certified accountant in the United Kingdom, and a certified public accountant
in Hong Kong and the United States. He received his Professional Diploma in Company Secretaryship & Administration from The Hong
Kong Polytechnic (the predecessor to The Hong Kong Polytechnic University). Mr. Ma holds a master of business administration degree from
Kellogg School of Management, Northwestern University & Hong Kong University of Science and Technology. We believe Mr. Ma is well
qualified to serve as a member of our board of directors due to his extensive management and financial experience.

 Joseph
Mitchell Magen is our director. Mr. Magen is a trained software engineer and venture capitalist with more than 20 years of experience
in high-tech companies, software development and the Israeli venture capital industry. Since June 2017, Mr. Magen has been serving as
an investment advisor, broker and representative for two Israel based investment partnerships: Isratrade Investments and Management Ltd.
(isratrade.co.il) and 12 Stones Investments (12stones.co.il). These firms have served as a bridge between investors throughout the Middle
East and technology companies there and in Asia. Starting in 2020, Mr. Magen has worked as the managing editor for an Israeli news media
site, All Israel News (allisrael.com), which is under a US non-profit organization, Near East Media. Previously, he worked at Evergreen
Venture Partners and Red Hat Israel Ltd., a subsidiary of Red Hat, Inc. Mr. Magen holds a Bachelor of Science degree in Industrial and
Systems Engineering from the Virginia Polytechnic Institute and State University and a Master of Business Administration degree from
Bar-Ilan University, Israel. We believe Mr. Magen is well qualified to serve as a member of our board of directors due to his extensive
technology and management experience.

 William
Welser IV is our director. Mr. Welser is a passionate, curious, and creative technologist motivated by tackling and communicating
complex problems, Mr. Welser operates regularly at the forefront of working across disciplinary boundaries and business sectors toward
the development and application of leading-edge technologies. Since April 2020, Mr. Welser has been the co-founder, Chief Executive Officer
and Chief Technology Officer of Lotic.ai, LLC, a digital behavior company that combines clinical and behavioral sciences with state-of-the-art
network analysis, data science and artificial intelligence (AI) to help humans understand themselves more fully and make better decisions.
Since January 2018, Mr. Welser has also spent time as a sole proprietor delivering advanced technology expertise and consulting in the
areas of healthcare, finance, and media. His technological achievements include developing a distributed ledger system to enable cross-border
transactions, designing a multi-sided platform solution for a large healthcare system, scoping media concepts for merged media products,
due diligence for acquisitions and partnerships, and design and scaling of a polymerase chain reaction (PCR) testing lab focused on COVID-19
detection and research. In the period spanning April 2019 to January 2020, Mr. Welser served as the Chief Technology Officer and Chief
of Nano Labs for Nano Global Corporation. In this role he was the executive charged with the responsibilities of designing, building,
testing, and preparing customer-facing products and features for release to the marketplace. From March 2018 until January 2019, Mr.
Welser was a Senior Partner for ReD Associates, a boutique consulting firm. In this role, he was responsible for building and integrating
a technology-focused set of offerings for Fortune 100 firms. From 2008 to 2018, Mr. Welser served in various senior and executive roles
at the RAND Corporation, a noted policy institution and think tank, including serving as Director of the Engineering and Applied Sciences
Research Department, as Senior Management Scientist, as Professor at the Pardee RAND Graduate School, and as co-founder and co-director
of RAND's Impact Lab. Following his departure as a full-time employee in March 2018, Mr. Welser has continued to contribute to
RAND's mission as an Adjunct, Senior Management Scientist. Previously, Mr. Welser served in the United States Air Force as an acquisitions
officer and engineer responsible for program management, design of next generation technologies, systems engineering, and procurement
and production of advanced technologies, some of which are actively used in the cyber, air, and space realms. In addition, Mr. Welser
has held a number of important advisory and public speaking roles and has been a prolific author of research papers and periodical publications.
His numerous publications in major outlets have informed policy decision-makers, corporate leaders, and the public on topics such as
bias in artificial intelligence, future of work, privacy and cryptography, future of high performance computing, space debris mitigation
and remediation, design of commercially-focused aerial drones, vulnerabilities and capabilities of space, air, and cyber systems, and
performance of supply chain and industrial base systems. Mr. Welser received his Bachelor of Science degree in Chemical Engineering from
University of Virginia, his Master of Business Administration degree from Boston College, and his Master of Science degree in Finance
from Boston College. We believe Mr. Welser is well-qualified to serve as a member of our board of directors due to his expertise and
experience as a research specialist and senior management, and his contacts and relationships.

 Garry
Richard Stein is our director. Mr. Stein has global experience of over 50 years in banking, investment management, mergers and
acquisitions, private equity, and public and private board and executive roles. He is a financial and strategic advisor for a number
of resource-based, scientific and technology ventures. Since August 2021, Mr. Stein has been serving as an independent non-executive
director of Liberty Resources Acquisition Corp., where he serves on, and is the chair of, the audit committee of its board of directors,
and the manager of its sponsor, Liberty Fields LLC. Liberty Resources is a blank check special purpose acquisition company. Since May
2021, Mr. Stein has been serving as an executive director and the Chief Financial Officer of PHP Ventures Acquisition Corp. (NASDAQ:
PPHPU). PHP is a Nasdaq listed blank check special purpose acquisition company aiming to acquire consumer-facing companies with a significant
Africa presence or a compelling Africa potential. From July 2019 to September 2021, Mr. Stein served as a director of Hope Gold Limited,
a junior gold mining producer in the Republic of Ghana and until April 2021, he also served as its Chief Financial Officer. From November
2017 to March 2019, Mr. Stein served as the Managing Partner and Chief Knowledge Officer of Quotable Management Limited. Quotable was
a strategic advisor in partnership with the World Reserve Trust Group of Companies in development and operation of the technology design
for the global trade settlement platform based on Digital Ledger Technology. In this role, Mr. Stein was instrumental in the strategic
planning, design concepts and implementation of modern distributed ledger and related technologies to the issues of global trade on which
he held several trademarks and patents. Mr. Stein was the founder and, from November 2013 to January 2018, the Managing Director of CAF
Limited, a company established to develop and operate a unique new financial services business that designed a unique structured finance
commodity streaming product. In addition, Mr. Stein was the President of a top-performing resource based mutual fund, head of investments
for a Canadian bank, head of asset/liability management for a major Canadian bank, manager of a large high-income bond fund, and held
several other advisory and investment management roles. He held roles as director and/or officer of numerous public and private companies
and foundations. Mr. Stein holds a Bachelor of Science degree in Chemistry from the Case Western Reserve University, a Master of Applied
Science degree in Metallurgy and Material Science from University of Toronto, a Master of Business Administration degree from Schulich
School of Business, York University, and is a Fellow of the Institute of Canadian Banking. We believe Mr. Stein is well-qualified to
serve as a member of our board of directors due to his experience in financial industry, international expertise, and his contacts and
relationships.

 Number
and Terms of Office of Officers and Directors

 We
have five directors. Our board of directors is divided into three classes with only one class of directors being elected in each year
and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first
fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which will consist of George Peter
Sobek will expire at our first annual meeting of stockholders. The term of office of the second class of directors, which will consist
of Hang Kon Louis Ma, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting
of Joseph Mitchell Magen, William Welser IV and Garry Richard Stein, will expire at the third annual meeting of stockholders.

 Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our
bylaws provide that our officers may consist of a Chief Executive Officer, Chief Financial Officer, Secretary, and such other offices
as may be determined by the board of directors.

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. An "independent director" is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that Joseph Mitchell Magen, William Welser
IV and Garry Richard Stein are "independent directors" as defined in the Nasdaq listing standards and applicable SEC rules.
Our independent directors will have regularly scheduled meetings at which only independent directors are present.

 Officer
and Director Compensation

 None
of our officers has received any cash compensation for services rendered to us. On September 2, 2021, our sponsor issued to each of our
five directors and executive officers a service member membership interest in the sponsor in consideration for services to be provided
to the sponsor and/or us characterized as corresponding to a ratable share of the Company's Class B common stock held by the sponsor
that will entitle him, if a business combination of the Company occurs, to receive distributions of those Class B shares, and/or the
proceeds of the sale of such shares pursuant to the terms of the sponsor's operating agreement. The ratable shares of Mr. Sobek,
Mr. Ma, Mr. Magen, Mr. Welser and Mr. Stein are, respectively, 115,000, 30,000, 20,000, 20,000 and 90,000 shares of the Company's

 We
have agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon
completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Except as set forth in the
preceding paragraph, no compensation of any kind, including any finder's fee, reimbursement, consulting fee or monies in respect
of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors,
prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless
of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their
affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other
than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement
payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating
an initial business combination.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in
the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business
combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or
members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination,
because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation
to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee
constituted solely by independent directors or by a majority of the independent directors on our board of directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.

 Committees
of the Board of Directors

 Our
board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited
exception, Nasdaq rules and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely
of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent
directors.

 Audit
Committee

 We
have established an audit committee of the board of directors. Joseph Mitchell Magen, William Welser IV and Garry Richard Stein serve
as members of our audit committee, and Garry Richard Stein chairs the audit committee. Under the Nasdaq listing standards and applicable
SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Joseph Mitchell
Magen, William Welser IV and Garry Richard Stein meets the independent director standard under Nasdaq listing standards and under Rule
10-A-3(b)(1) under the Exchange Act.

 Each
member of the audit committee is financially literate, and our board of directors has determined that Garry Richard Stein qualifies as
an "audit committee financial expert" as defined in applicable SEC rules.

 We
adopted an audit committee charter, which details the principal functions of the audit committee, including:

 the
 appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm
 engaged by us;

 pre-approving
 all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and
 establishing pre-approval policies and procedures;

 setting
 clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited
 to, as required by applicable laws and regulations;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations;

 obtaining
 and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent
 registered public accounting firm's internal quality-control procedures, (ii) any material issues raised by the most recent
 internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional
 authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken
 to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the
 independent registered public accounting firm's independence;

 and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC
 prior to us entering into such transaction; and

 with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory
 or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published
 reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting
 standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation
Committee

 We
have established a compensation committee of the board of directors. Joseph Mitchell Magen, William Welser IV and Garry Richard Stein
serve as members of our compensation committee, and Joseph Mitchell Magen chairs the compensation committee. Under the Nasdaq listing
standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.
Joseph Mitchell Magen, William Welser IV and Garry Richard Stein are independent. We have adopted a compensation committee charter, which
details the principal functions of the compensation committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our Co-Chief Executive Officers' compensation,
 if any is paid by us, evaluating our Co-Chief Executive Officers' performance in light of such goals and objectives and determining
 and approving the remuneration (if any) of our Co-Chief Executive Officers based on such evaluation;

 and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

 on an annual basis our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 if
 required, producing a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 Notwithstanding
the foregoing, as indicated above, other than the payment to our sponsor of $10,000 per month, for the office space, utilities, and secretarial
and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of
our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order
to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial
business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements
to be entered into in connection with such initial business combination.

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominations

 We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend
a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
Our independent directors will participate in the consideration and recommendation of director nominees. In accordance with Rule 5605
of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee
charter in place.

 The
board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are
seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).
Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our
bylaws.

 We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our stockholders.

 Code
of Ethics

 We
have adopted a Code of Ethics applicable to our directors, officers and employees. We filed a copy of our Code of Ethics and our audit
and compensation committee charters as exhibits to the registration statement. You will be able to review these documents by accessing
our public filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge
upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report
on Form 8-K.

 Item
 11.

 Executive
 Compensation

 Compensation
Discussion and Analysis

 None
of our officers has received any cash compensation for services rendered to us. Other than the payment to our sponsor of $10,000 per
month described elsewhere in this Report, no compensation of any kind, including any finder's fee, reimbursement, consulting fee
or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers, directors or any affiliate of our sponsor,
officers, or directors prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial
business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers,
or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside
the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in
place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection
with identifying and consummating an initial business combination.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in
the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business
combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or
members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination,
because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation
to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee
constituted solely by independent directors or by a majority of the independent directors on our board of directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment. The compensation committee has reviewed
and discussed this Compensation Discussion and Analysis with management and, based upon its review and discussions, the compensation
committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Report.

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of April 9, 2024 by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

 each
 of our executive officers and directors that beneficially owns our common stock; and

 all
 our executive officers and directors as a group.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement
warrants as these warrants are not exercisable within 60 days of the date of this Report.

 Class A Common Stock

 Class B Common Stock

 Name and Address of
 Beneficial Owner

 Number of Shares Beneficially Owned

 Approximate Percentage of Class

 Number of Shares Beneficially Owned (2)

 Approximate Percentage of Class

 Approximate Percentage of Outstanding common stock

 5% Holders

 Vision Sensing LLC &
 Dr. George Cho Yiu So (1)
 c/o Vision Sensing Acquisition Corp.

 25.96
 %

 %

 69.02
 %

 Wolverine Asset Management, LLC (2)

 173,911

 9.55
 %

 —

 —

 4.00
 %

 Meteora Capital, LLC (3)

 129,571

 7.12
 %

 —

 —

 2.98
 %

 Executive officers and directors

 George Peter Sobek (4)

 %

 115,000

 4.55
 %

 2.64
 %

 Hang Kon Louis Ma (5)

 %

 30,000

 1.19
 %

 *

 Joseph Mitchell Magen (6)

 %

 20,000

 0.79
 %

 *

 William Welser IV (7)

 %

 20,000

 0.79
 %

 *

 Garry Richard Stein (8)

 %

 100,000

 3,95
 %

 2.30
 %

 All executive officers and directors as a group (five individuals)

 %

 285,000

 11.26
 %

 6.55
 %

 *
Less than one percent.

 (1)

 Sensing LLC is VSAC's Sponsor. Its holdings include 472,700 shares of outstanding Class A common Stock and all 2,530,000 shares
 of outstanding Class B common stock, which are also referred to as founder shares. Founder shares are convertible into shares of
 Class A common stock on a one-for-one basis, subject to adjustment. Dr. George Cho Yiu So is the manager and controlling member of
 Vision Sensing LLC and so could be deemed to be the beneficial owner of all of the shares held of record by Vision Sensing LLC. Dr.
 So, disclaims beneficial ownership of 1,814,181 of the shares of VSAC Class B common stock held by Vision Sensing LLC.

 (2)

 A
 Schedule 13G dated February 1, 2024 states as follows as set forth in this note (3). Wolverine Asset Management, LLC ("WAM")
 is an investment adviser and has voting and disposition power over 173,911 shares of Class A Common Stock of the Issuer. The sole
 member and manager of WAM is Wolverine Holdings, L.P. ("Wolverine Holdings"). Robert R. Bellick and Christopher L. Gust
 may be deemed to control Wolverine Trading Partners, Inc. ("WTP"), the general partner of Wolverine Holdings. Each of
 Wolverine Holdings, Mr. Bellick, Mr. Gust, and WTP have voting and disposition power over 174,473 shares of Class A Common Stock
 of the Issuer. WAM has shared power to vote, or direct the vote of, 173,911 shares of the Class A Common Stock of the Issuer, and
 each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to vote or direct the vote of 174,473 shares of the Class
 A Common Stock of the Issuer, in each case as set forth above. WAM has shared power to dispose, or direct the disposition of, 173,911
 shares of the Class A Common Stock of the Issuer, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power
 to dispose, or direct the disposition, of 174,473 shares of the Class A Common Stock of the Issuer, in each case as set forth above.
 Wolverine Flagship Fund Trading Limited is known to have the right to receive the receipt of dividends from, or the proceeds from
 the sale of, the shares of common stock covered by this statement that may be deemed to be beneficially owned by WAM.

 (3)

 A
 Schedule 13G dated February 14, 2024 states that Meteora Capital, LLC ("Meteora Capital") is the beneficial owner of
 the shares which are held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively,
 the "Meteora Funds") and Vik Mittal, serves as the Managing Member of Meteora Capital, with respect to the shares held
 by the Meteora Funds. The Schedule 13G further states that it should not be construed as an admission that any of the Meteora Capital,
 the Meteora Funds or Mr. Mittal is, for the purposes of Section 13 of the Act, the beneficial owner of the shares.

 (4)

 Mr.
 Sobek holds a service member membership interest in the Company's sponsor, Vision Sensing, LLC, which is characterized as corresponding
 to a ratable share of the Company's Class B common stock held by the sponsor and will entitle him, if a business combination
 of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares pursuant
 to the terms of the sponsor's operating agreement. Mr. Sobek's ratable share is 115,000 shares of the Company's

 (5)

 Mr.
 Ma holds a service member membership interest in the Company's sponsor, Vision Sensing, LLC, which is characterized as corresponding
 to a ratable share of the Company's Class B common stock held by the sponsor and will entitle him, if a business combination
 of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares pursuant
 to the terms of the sponsor's operating agreement. Mr. Ma's ratable share is 30,000 shares of the Company's Class
 B common stock.

 (6)

 Mr.
 Magen holds a service member membership interest in the Company's sponsor, Vision Sensing, LLC, which is characterized as corresponding
 to a ratable share of the Company's Class B common stock held by the sponsor and will entitle him, if a business combination
 of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares pursuant
 to the terms of the sponsor's operating agreement. Mr. Magen's ratable share is 20,000 shares of the Company's

 (7)

 Mr.
 Welser holds a service member membership interest in the Company's sponsor, Vision Sensing, LLC, which is characterized as
 corresponding to a ratable share of the Company's Class B common stock held by the sponsor and will entitle him, if a business
 combination of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares
 pursuant to the terms of the sponsor's operating agreement. Mr. Welser's ratable share is 20,000 shares of the Company's

 (8)

 Mr.
 Stein holds a service member membership interest in the Company's sponsor, Vision Sensing, LLC, which is characterized as corresponding
 to a ratable share of the Company's Class B common stock held by the sponsor and will entitle him, if a business combination
 of the Company occurs, to receive distributions of those Class B shares, and/or the proceeds of the sale of such shares pursuant
 to the terms of the sponsor's operating agreement. Mr. Stein's ratable share is 90,000 shares of the Company's
 Class B common stock. Mr. Stein's wife similar holds a membership interest in the Company's sponsor, and her ratable
 share is 10,000 shares of the Company's Class B Common Stock. Her ratable share is included in the shares attributed to Mr.
 Stein; however, Mr. Stein disclaims beneficial ownership of his wife's shares.

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence.

 On
September 2, 2021, we issued an aggregate of 2,530,000 founder shares (shares of our Class B common stock) to our sponsor for an aggregate
purchase price of $25,000 in cash, or approximately $0.01 per share. Also on September 2, 2021, our sponsor issued to each of our five
directors and executive officers a service member membership interest in the sponsor in consideration for services to be provided to
the sponsor and/or us characterized as corresponding to a ratable share of the Company's Class B common stock held by the sponsor
that will entitle him, if a business combination of the Company occurs, to receive distributions of those Class B shares, and/or the
proceeds of the sale of such shares pursuant to the terms of the sponsor's operating agreement. The ratable shares of Mr. Sobek,
Mr. Ma, Mr. Magen, Mr. Welser and Mr. Stein are, respectively, 115,000, 30,000, 20,000, 20,000 and 90,000 shares of the Company's

with the closing of our IPO on November 3, 2021, we completed the private sale of 472,700 units (the "Private Placement Units")
to our Sponsor at a purchase price of $10.00 per Private Placement Unit (the "Private Placement"), generating gross proceeds
to the Company of $4,727,000. Each Private Warrants is exercisable for one Class A ordinary share at $11.50 per share. The proceeds from
the Private Warrants were added to the proceeds from our initial public offering held in the trust account. A total of $102,718,000,
comprised of $101,200,000 of the proceeds from the IPO (which amount includes $3,542,000 of the underwriters' deferred discount)
and $1,518,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account, maintained by Continental
Stock Transfer & Trust Company, acting as trustee.

 Commencing
on November 1, 2021, we agreed to pay our Sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative
support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

 No
compensation of any kind, including any finder's fee, reimbursement, consulting fee or monies in respect of any payment of a loan,
will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, or in connection
with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction
that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our
behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee
will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will
determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket
expenses incurred by such persons in connection with activities on our behalf.

 On
August 31, 2021, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest
bearing, unsecured and are due at the earlier of December 31, 2022, or the closing of the IPO. The promissory Note was fully repaid on
November 8, 2021.

 In
addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate
of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest-bearing basis
as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial
business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned
amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into
units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would
be identical to the placement units. Other than as described above, the terms of such loans by our officers and directors, if any, have
not been determined and no written agreements exist with respect to such loans. On August 9, 2022, we issued a non-interest-bearing promissory
note to our sponsor for loans in the principal amount of up to $1,500,000, which is convertible into units as described above. The note
matures on the earlier to occur of the consummation of our initial business combination or the date of winding up of our business. As
of December 31, 2023, we had received total advances under this note in the principal amount of $512,303.

 We
issued (i) two non-interest-bearing, unsecured promissory notes each in the principal amount of $1,012,000 to our sponsor on October
28, 2022 and February 2, 2023 to fund the two 3-month extensions, (ii) six non-interest bearing, unsecured promissory notes each in the
principal amount of $72,563 to our sponsor between May 1, 2023 and October 3, 2023 to fund six 1-month extensions, and (iii) six non-interest
bearing, unsecured promissory notes each in the principal amount of $60,000 to our sponsor between November 3, 2023 and April 3, 2024
to fund an additional six 1-month extensions, in each case to the deadline to complete our initial business combination as described
above under the heading "Extensions" in Item 1 of Part 1 of this report. The notes mature on the earlier to occur of the
consummation of our initial business combination or the date of winding up of our business. These notes are not convertible into units.

 We
do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

 After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director
compensation.

 The
holders of the founder shares, placement units, and units that may be issued upon conversion of working capital loans (and in each case
holders of their component securities, as applicable) will have registration rights to require us to register a sale of any of our securities
held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders will
be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the
Securities Act. In addition, these holders will have "piggy-back" registration rights to include their securities in other
registration statements filed by us.

 We
have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of
association also permit us to secure insurance on behalf of any officer or director who at the request of the company is or was serving
as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or
other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company
has or would have had the power to indemnify the person against the liability as provided in the amended and restated memorandum and
articles of association. We have purchased a policy of directors' and officers' liability insurance that insures our officers
and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations
to indemnify our officers and directors.

 Related
Party Policy

 We
have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions
approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under
our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) involving the company. We have filed a copy of our code of ethics with the SEC and a copy
is available on our website. You are able to review our code of ethics by accessing our public filings at the SEC's web site at
www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request from us. We intend to disclose any
amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K

 In
addition, our audit committee, pursuant to a written charter that we have adopted, is responsible for reviewing and approving related
party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit
committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority
of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the
members of the audit committee will be required to approve a related party transaction. We have filed a copy of our audit committee charter
with the SEC and a copy is available on our website. We also require each of our directors and executive officers to complete a directors'
and officers' questionnaire that elicits information about related party transactions.

 These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.

 Item
 14.

 Principal
 Accountant Fees and Services.

 The
following is a summary of fees paid or to be paid to Adeptus Partners LLC ("Adeptus"), for services rendered.

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, review
of our quarterly financial statements and services that are normally provided by Adeptus in connection with regulatory filings. The aggregate
fees billed by Adeptus for audit fees, inclusive of required filings with the SEC for the years ended December 31, 2023 and December
31, 2022, totaled $62,500 and $61,000, respectively.

 Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During
the years ended December 31, 2023 and December 31, 2022, we did not pay Adeptus any audit-related fees.

 Tax
Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the
years ended December 31, 2023 and December 31, 2022, we paid Adeptus tax fees of $0 and $3,000, respectively.

 All
Other Fees. All other fees consist of fees billed for all other services. During the years ended December 31, 2023 and December 31,
2022, we did not pay Adeptus any other fees.

 Pre-Approval
Policy

 Our
audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).

 PART
IV

 Item
 15.

 Exhibits,
 Financial Statements and Financial Statement Schedules

 (a)

 The
 following documents are filed as part of this Report:

 (1)

 Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 3686)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 - F-23

 (2)

 Statements Schedule

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes beginning on F-1 on this Report.

 (3)

 Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference
can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.
20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.
20549, at prescribed rates or on the SEC website at www.sec.gov.

 Item
 16.

 Form
 10-K Summary

 Not
applicable.

 EXHIBIT

 Exhibit
 No.

 Description

 1.1

 Underwriting Agreement. (2)

 2.1

 Business Combination Agreement dated August 30, 2022 by and among Newsight Imaging Ltd., Newsight Merger Sub, Inc. and the Company. (3)

 2.1.1

 Amendment No. 1 to Business Combination Agreement dated January 19, 2023 by and among Newsight Imaging Ltd., Newsight Merger Sub, Inc. and the Company. (9)

 2.1.2

 Amendment No. 2 to Business Combination Agreement dated January 29, 2023 by and among Newsight Imaging Ltd., Newsight Merger Sub, Inc. and the Company. (4)

 2.1.3

 Mutual Termination Agreement dated December 9, 2023 by and among the Company and Newsight Imaging Ltd. (5)

 2.1.4

 Agreement and Plan of Merger dated as of January 12, 2024 by and between Vision Sensing Acquisition Corp. and Mediforum Co. Ltd.(6)

 3.2

 Amended and Restated Certificate of Incorporation. (2)

 3.2.1

 First Amendment to the Amended and Restated Certificate of Incorporation (7)

 3.2.2

 Second Amendment to the Amended and Restated Certificate of Incorporation (8)

 3.3

 By Laws. (1)

 4.1

 Specimen Unit Certificate. (1)

 4.2

 Specimen Class A Common Stock Certificate. (1)

 4.3

 Specimen Warrant Certificate. (2)

 4.4

 Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. (2)

 4.4.1

 Form of Assignment, Assumption and Amendment to Warrant Agreement to be entered into at the closing of the transactions contemplated in Exhibit 2.1 by and among Newsight Imaging Ltd., the Company and Continental Stock Transfer and Trust Company. (3)

 4.5

 Description of Registrant's Securities.*

 10.1

 Letter Agreement, among the Company, its officers and directors and the Company's sponsor, Vision Sensing LLC. (2)

 10.1.1

 Form of First Amendment to Letter Agreement to be entered into at the closing of the transactions contemplated in Exhibit 2.1 by and among Newsight Imaging Ltd., the Company, Vision Sensing LLC and the Insiders party thereto. (3)

 10.1.2

 Supplement to Letter Agreement among the Company, its officers and directors and the Company's sponsor, Vision Sensing LLC dated April 12, 2024. *

 10.2

 Promissory Note, issued to Vision Sensing LLC (1)

 10.3

 Investment Management Trust Agreement dated November 1, 2021, between the Company and Continental Stock Transfer & Trust Company. (2)

 10.3.1

 Amendment No. 1 to Investment Management Trust Agreement. (7)

 10.3.1

 Amendment No. 2 to Investment Management Trust Agreement (8)

 10.4

 Registration Rights Agreement, between the Registrant and certain securityholders. (2)

 10.4.1

 Form of First Amendment to Registration Rights Agreement to be entered into at the closing of the transactions contemplated in Exhibit 2.1 by and among Newsight Imaging Ltd., the Company and Vision Sensing LLC. (3)

 10.5

 Securities Subscription Agreement between the Registrant and Vision Sensing LLC. (1)

 10.7

 Placement Unit Purchase Agreement between the Registrant and Vision Sensing LLC. (2)

 10.7.1

 Amendment No. 1 to Placement Unit Purchase Agreement dated February 10, 2023 by and between the Company and Vision Sensing, LLC. (9)

 10.8

 Form of Indemnity Agreement. (2)

 10.9

 Administrative Agreement by and between the Registrant and Vision Sensing, LLC. (2)

 10.11

 Form of Lock-Up Agreement dated August 30, 2022, by and among Vision Sensing Acquisition Corp., Newsight Imaging Ltd., and the shareholders of Newsight Imaging Ltd. party thereto. (3)

 10.12

 Form of Voting and Support Agreement dated August 30, 2022 by and among Newsight Imaging Ltd., the Company and the shareholders of Newsight Imaging Ltd. party thereto. (3)

 10.13

 Form of Sponsor Voting Agreement, dated August 30, 2022, by and among Vision Sensing LLC, Vision Sensing Acquisition Corp. and Newsight Imaging Ltd. (3)

 10.14

 Form of Non-Competition and Non-Solicitation Agreement to be entered into at the closing of the transactions contemplated in Exhibit 2.1 by and between Newsight Imaging Ltd. and certain of its executive officers. (3)

 10.15

 Form of Registration Rights Agreement Amendment to be entered into at the closing of the transactions contemplated in Exhibit 2.1 by and between Newsight Imaging Ltd. and certain of its shareholders. (3)

 Code of Ethics (1)

 31.1

 Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 31.2

 Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 32.1

 Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**

 32.2

 Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**

 Incentive Compensation Recovery Policy.*

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 (1)

 by reference to the Company's Form S-1, filed with the SEC on October 12, 2021.

 (2)

 by reference to the Company's Form 8-K, filed with the SEC on November 3, 2021.

 (3)

 by reference to the Company's Form 8-K filed with the SEC on September 6, 2022.

 (4)

 by reference to the Company's Form 8-K filed with the SEC on January 30, 2023.

 (5)

 by reference to the Company's Form 8-K filed with the SEC on December 11, 2023.

 (6)

 by reference to the Company's Form 8-K filed with the SEC on January 16, 2024.

 (7)

 by reference to the Company's Form 8-K filed with the SEC on May 1, 2023.

 (8)

 by reference to the Company's Form 8-K filed with the SEC on October 26, 2023.

 (9)

 Incorporated by reference to the Company's Form 10-K filed with the
SEC on March 24, 2023.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 April
 30, 2024

 Sensing Acquisition Corp.

 By:

 /s/
 George Peter Sobek

 Name:

 George
 Peter Sobek

 Title:

 Chairman
 and Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/
 George Peter Sobek

 Chairman
 and Chief Executive Officer

 April
 30, 2024

 George
 Peter Sobek

 (Principal
 Executive Officer)

 /s/
 Hang Kon Louis Ma

 Director,
 Chief Financial Officer, and Secretary

 April
 30, 2024

 Hang
 Kon Louis Ma

 (Principal
 Financial Officer)

 /s/
 Joseph Mitchell Magen

 April
 29, 2024

 Joseph
 Mitchell Magen

 /s/
 William Welser IV

 April
 29, 2024

 William
 Welser IV

 /s/
 Garry Richard Stein

 April
 29, 2024

 Garry
 Richard Stein

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Shareholders
of Vision Sensing Acquisition Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Vision Sensing Acquisition Corp. (the Company) as of December 31, 2023 and 2022, and
the related statements of operations, changes in shareholders' deficit, and cash flows for each of the years in the two-year period
ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of
its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting
principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business
Combination by May 3, 2024 (which may be extended to November 3, 2024 if the stockholders approve the Extension Amendment Proposal and
the Trust Amendment Proposal at the Annual Meeting or such other later date as may be approved by the stockholders in an amendment to
our certificate of incorporation), then the Company will cease all operations except for the purpose of liquidating.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /s/

 Adeptus
Partners, LLC

 We
have served as the Company's auditor since 2021.

 Ocean,
New Jersey

 April
30, 2024

 PCAOB
ID: 3686

 F- 1

Sensing Acquisition Corp.

 BALANCE
SHEETS

 December 31,
 2023

 December 31,

 2022

 ASSETS

 Current Assets

 Cash

 $
 244,612

 $
 71,650

 Loan receivable

 1,123,202

 10,000

 Prepaid expense

 -

 28,153

 Total Current Assets

 1,367,814

 109,803

 Cash and Marketable Securities held in trust account

 15,225,623

 105,082,318

 Total Assets

 $
 16,593,437

 $
 105,192,121

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current liabilities

 Accrued expenses

 $
 155,000

 $
 -

 Account payables

 1,803,954

 640,448

 Loan from related party

 1,123,202

 -

 Working capital loan

 512,303

 333,900

 Extension loan

 2,579,452

 1,012,000

 Income tax payable

 444,909

 5,000

 Franchise tax payable

 168,254

 209,511

 Excise tax liability

 930,314

 -

 Total Current Liabilities

 7,717,388

 2,200,859

 Deferred underwriter commission

 3,542,000

 3,542,000

 Total Liabilities

 11,259,388

 5,742,859

 Commitments and Contingencies

 -

 -

 Class A common stock subject to possible redemption; 1,348,065 shares at $ 10.70 per share at December 31, 2023 and 10,120,000 shares at $ 10.25 per share at December 31, 2022

 14,426,673

 103,730,000

 Shareholders' Deficit

 Preferred Stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 -

 -

 Class A common stock, $ 0.0001 par value; 100,000,000 shares authorized; 472,700 shares issued and outstanding (excluding 1,348,065 shares subject to possible redemption at December 31, 2023 and 10,120,000 shares subject to possible redemption at December 31, 2022)

 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized; 2,530,000 shares issued and outstanding

 Common stock, value

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 9,092,924
)

 ( 4,281,038
)

 Total Shareholders' Deficit

 ( 9,092,624
)

 ( 4,280,738
)

 Total Liabilities, Redeemable Class A Common Stock and Shareholders' Deficit

 $
 16,593,437

 $
 105,192,121

 The
accompanying notes are an integral part of these financial statements.

 F- 2

 STATEMENTS
OF OPERATIONS

 For the Year Ended
 December, 2023

 For the Year Ended
 December 31, 2022

 Formation and operating costs

 $
 ( 1,608,938
)

 $
 ( 1,420,165
)

 Franchise tax expenses

 ( 171,207
)

 ( 209,511
)

 Loss from operations

 ( 1,780,145
)

 ( 1,629,676
)

 Other income (expenses)

 Interest earned on marketable securities held in trust account

 2,243,306

 1,487,280

 Interest income - loan receivable

 123,202

 -

 Interest expense - loan from related party

 ( 123,202
)

 -

 Total other income (expenses)

 2,243,306

 1,487,280

 Income (loss) before provision for income taxes:

 463,161

 ( 142,396
)

 Provision for income taxes

 ( 616,681
)

 ( 5,000
)

 Net loss

 $
 ( 153,520
)

 $
 ( 147,396
)

 Weighted average shares outstanding of Class A common stock

 4,832,926

 10,592,700

 Basic and diluted net income per common stock

 $
 0.14

 $
 0.02

 Weighted average shares outstanding of Class B common stock

 Basic and diluted net loss per common stock

 $
 ( 0.33
)

 $
 ( 0.12
)

 The
accompanying notes are an integral part of these financial statements.

 F- 3

 STATEMENTS
OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Capital

 Class A

 Class B

 Additional

 Paid in

 Accumulated

 Total
 Shareholders'

 Capital

 Balance – December 31, 2022 (Audited)

 $

 $

 $
 -

 $
 ( 4,281,038
)

 $
 ( 4,280,738
)

 Net Loss

 ( 153,520
)

 ( 153,520
)

 Re-measurement of Class A Common Stock Subject to Possible Redemption

 ( 2,160,600
)

 ( 2,160,600
)

 Additional amount deposited into trust

 -

 -

 -

 -

 -

 ( 1,567,452
)

 ( 1,567,452
)

 Excise tax

 -

 -

 -

 -

 -

 ( 930,314
)

 ( 930,314
)

 Balance – December 31, 2023

 $

 $

 -

 $
 ( 9,092,924
)

 $
 ( 9,092,624
)

 Class A

 Class B

 Additional
 Paid in

 Accumulated

 Total
 Shareholders'

 Capital

 Balance – December 31, 2021 (Audited)

 $

 $

 $
 -

 $
 ( 3,121,642
)

 $
 ( 3,121,342
)

 Balance

 $

 $

 $
 -

 $
 ( 3,121,642
)

 $
 ( 3,121,342
)

 Net loss

 -

 -

 -

 -

 -

 ( 147,396
)

 ( 147,396
)

 Additional amount deposited into trust

 -

 -

 -

 -

 -

 ( 1,012,000
)

 ( 1,012,000
)

 Balance – December 31, 2022

 $

 $

 -

 $
 ( 4,281,038
)

 $
 ( 4,280,738
)

 Balance

 $

 $

 -

 $
 ( 4,281,038
)

 $
 ( 4,280,738
)

 The
accompanying notes are an integral part of these financial statements.

 F- 4

 STATEMENTS
OF CASH FLOWS

 For the Year Ended
 December 31, 2023

 For the Year Ended
 December 31, 2022

 Cash flows from operating activities:

 Net loss

 $
 ( 153,520
)

 $
 ( 147,396
)

 Adjustments to reconcile net income (loss) to net cash used in operating activities:

 Interest earned on marketable securities held in trust account

 ( 2,243,306
)

 ( 1,487,280
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 28,153

 9,947

 Accounts payable

 1,163,506

 623,382

 Accrued expenses

 155,000

 ( 30,000
)

 Franchise tax payable

 ( 41,257
)

 132,201

 Income tax payable

 439,909

 5,000

 Other receivable

 10,000

 ( 10,000
)

 Net cash used in operating activities

 ( 641,515
)

 ( 904,146
)

 Cash flows from investing activities:

 Cash withdraw from trust account in connection with redemption

 93,031,379

 -

 Cash withdraw from trust account

 636,074

 142,595

 Investment of cash in trust account

 ( 1,567,452
)

 ( 1,012,000
)

 Loan to third party

 ( 1,123,202

)

 -

 Net cash provided by (used in) investing activities

 90,976,799

 ( 869,405
)

 Cash flows from financing activities:

 Working capital loan

 178,403

 333,900

 Extension loan

 1,567,452

 1,012,000

 Payment to redeemed shareholders

 ( 93,031,379
)

 -

 Loan from related party

 1,123,202

 -

 Net cash provided by (used in) financing activities

 ( 90,162,322
)

 1,345,900

 Net change in cash

 172,962

 ( 427,651
)

 Cash at the beginning of the period

 71,650

 499,301

 Cash at the end of the period

 $
 244,612

 71,650

 Supplemental disclosure of non-cash investing and financing activities:

 Extension Funds attributable to common stock subject to redemption

 $
 1,567,452

 $
 1,012,000

 Remeasurement of Common Stock subject to redemption

 $
 2,160,600

 $
 -

 Excise tax liability

 $
 930,314

 $
 -

 The
accompanying notes are an integral part of these financial statements.

 F- 5

 NOTES

 Note
1 — Description of Organization and Business Operations

Sensing Acquisition Corp. (the " Company ") is a blank check company incorporated in the State of Delaware on August
13, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with,
purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business
combination with one or more businesses or entities (" Business Combination "). The Company is an emerging growth company
and, as such, the Company is subject to all of the risks associated with emerging growth companies.

 As
of December 31, 2023, the Company had not commenced any operations. All activity for the period from August 13, 2021 (inception) through
December 31, 2023, relates to the Company's formation, the Offering (as defined below), the Company's search for acquisition
targets and due diligence, the negotiation of the Newsight Business Combination Agreement (as defined below), assisting Newsight Imaging
Ltd. in the preparation and filing of its Registration Statement on Form F-4 and amendments thereto, terminating the Newsight Business
Combination Agreement and negotiating the Mediforum Merger Agreement. The Company will not generate any operating revenues until after
the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest
income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year
end.

 The
Company's sponsor is Vision Sensing LLC, a Delaware limited liability company (the " Sponsor "). The registration
statement for the Company's Initial Public Offering was declared effective on October 29, 2021.

 On
November 3, 2021, the Company consummated its Initial Public Offering of 8,800,000 units (together with the Overallotment Units as defined
below, the " Units " and, with respect to the Class A common stock included in the Units being offered, the " Public
Shares "), at $ 10.00 per Unit, generating gross proceeds of $ 88,000,000, and incurring offering costs of $ 7,520,024, of which
$ 3,542,000 was for deferred underwriting commissions (which amount includes deferred underwriting commissions attributable to the exercise
of the underwriters' election of their over-allotment option, as described below) (see Note 6). The Company granted the underwriter
a 45-day option to purchase up to an additional 1,320,000 Units at the Initial Public Offering price to cover over-allotments.

with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 426,500 units
(the " Private Placement Units ") to the Sponsor, at a price of $ 10.00 per Private Placement Unit, generating total
gross proceeds of $ 4,265,000 (the " Private Placement ") (see Note 4).

 Additionally,
on November 3, 2021, the Company consummated the closing of the sale of 1,320,000 additional units at a price of $ 10.00 per unit (the
" Overallotment Units ") upon receiving notice of the underwriters' election to fully exercise their overallotment
option, generating additional gross proceeds of $ 13,200,000 and incurred additional offering costs of $ 264,000 in underwriting fees.
Each Unit consists of one share of Class A common stock of the Company, par value $ 0.0001 per share (" Class A Common Stock "),
and three-quarters of one redeemable warrant of the Company, with each whole Warrant (a " Warrant " and the Warrants
included in the Units issued to the public in our Initial Public Offering, the " Public Warrants ") entitling the holder
thereof to purchase one share of Class A Common Stock for $ 11.50 per share, subject to adjustment, pursuant to the Company's registration
statement on Form S-1 (File No. 333-259766).

with the exercise of the overallotment, the Company consummated the Private Placement of an additional 46,200 Private Placement Units
to the Sponsor, generating gross proceeds of $ 462,000.

 A
total of $ 102,718,000, comprised of the proceeds from the Offering and the proceeds of private placements that each closed on November
3, 2021, net of the underwriting commissions, discounts, and offering expenses, was deposited in a Trust Account (" Trust Account ")
which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of
1940, as amended (the " Investment Company Act "), with a maturity of 185 days or less or in any open-ended investment
company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined
by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to
the Company's stockholders, as described below.

 F- 6

 NOTES

 Note
1 — Description of Organization and Business Operations (Continued)

 Transaction
costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 7,520,024 consisting of $ 2,024,000 of cash underwriting
fees, $ 3,542,000 of deferred underwriting fees and $ 436,024 of other costs.

 Following
the closing of the Initial Public Offering $ 953,522 of cash was held outside of the Trust Account available for working capital purposes.
As of December 31, 2023, we have available to us $ 244,612 of cash on our balance sheet and a working capital deficit of $ 6,349,573.

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that
together have a fair market value equal to at least 80 % of the balance in the Trust Account (less any deferred underwriting commissions
and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter into a Business
Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able
to successfully effect a Business Combination.

 The
Company will provide its holders of the outstanding Public Shares (the " Public Stockholders ") with the opportunity
to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder
meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination,
the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek
to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business
Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor
of the Business Combination.

 Proposed
Business Combination

 On
August 30, 2022, the Company entered into a Business Combination Agreement (the " Original Newsight Business Combination Agreement "
and as it has been amended and may be further amended or restated, the " Newsight Business Combination Agreement ")
with Newsight Imaging Ltd., an Israeli company (" Newsight "), and Newsight MergerSub, Inc., a Delaware corporation
and wholly owned subsidiary of Newsight (" Merger Sub ").

to the Newsight Business Combination Agreement, at the closing (the " Closing ") of the transactions contemplated thereunder
(collectively, the " Transactions "), and following the Recapitalization and the PIPE Investment (as each such term
is defined and described in the Business Combination Agreement), (i) Merger Sub was to be merged with and into the Company, with the
Company continuing as the surviving entity and a wholly owned subsidiary of Newsight (the " Merger "); (ii) the common
stock of the Company (including Class A common stock and Class B common stock) was to be converted into ordinary shares of Newsight (" Newsight
Ordinary Shares ") on a one-for-one basis; (iii) warrants to purchase the Company's common stock would have instead become
eligible to purchase the same number of Newsight Ordinary Shares at the same exercise price and for the same exercise period; (iv) the
Company was to become a wholly owned subsidiary of Newsight; and (v) the Company was to change its corporate name to Newsight HoldCo,
Inc., and would have a restated certificate of incorporation appropriate for a private corporation.

 F- 7

 NOTES

 Note
1 — Description of Organization and Business Operations (Continued)

 Prior
to the Closing, but subject to the completion of the Closing, Newsight was to effect a recapitalization of its outstanding equity securities
(the " Recapitalization ") so that the only class of outstanding equity of Newsight would have been the Newsight Ordinary
Shares (and certain options and warrants that are exercisable for Newsight Ordinary Shares). To effect the Recapitalization, (i) Newsight
was to effect a recapitalization of the Newsight Ordinary Shares so that the holders of the then outstanding Newsight Ordinary Shares
would have shares valued at $ 10.00 per share having a total value of $ 215,000,000; and (ii) with respect to outstanding options to purchase
Newsight Ordinary Shares, the number of Newsight Ordinary Shares issuable upon exercise of such security were to be multiplied by the
Conversion Ratio, as defined in the Newsight Business Combination Agreement, and the exercise price of such security was to be divided
by the Conversion Ratio. The Newsight Business Combination Agreement did not provide for any post-closing purchase price adjustments.

 The
Newsight Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the
SEC on September 6, 2022.

 On
January 19, 2023, the Company, Newsight and Merger Sub entered into an Amendment No. 1 to Business Combination Agreement (the " First
Newsight BCA Amendment ") to amend Article 40.1(a) of Exhibit H to the Original Newsight Business Combination Agreement (the
form of Amended and Restated Articles of Association of Newsight that will become effective in connection with consummation of the Business
Combination) to provide that the U.S. federal district courts will have exclusive jurisdiction to resolve complaints asserting a cause
of action under the Securities Exchange Act of 1934, as amended. On January 29, 2023, the Company, Newsight and Merger Sub entered into
Amendment No. 2 to Business Combination Agreement (the " Second Newsight BCA Amendment ") to amend the definition of
" Outside Date " in Section 10.1 in the Original Newsight Business Combination Agreement to change the Outside Date
from February 3, 2023 to May 3, 2023. The amendment extends the Outside Date to match the new deadline for the Company under its organizational
documents to complete its initial Business Combination.

Registration Statement on Form F-4

filed a Registration Statement on Form F-4 with the SEC on December 8, 2022 to register the issuance of the Newsight Ordinary Shares
that were to be issued at the consummation of the Newsight Business Combination, the warrants exercisable for Newsight Ordinary Shares
that were to result from the amendment of the Company's public warrants at the consummation of the Newsight Business Combination
and the Newsight Ordinary Shares issuable upon exercise of such warrants. Newsight filed an Amendment No. 1 thereto on January 20, 2023,
an Amendment No. 2 thereto on February 13, 2023 and an Amendment No. 3 thereto on March 27, 2023. We use the term " Newsight
Form F-4 " to refer to the original registration statement as amended by the three amendments and as it may be subsequently
further amended.

 Termination
of Newsight agreement

 On
December 9, 2023, the Company, Newsight and Merger Sub entered into a Mutual Termination Agreement (the " Mutual Termination
Agreement ") pursuant to which they terminated the Newsight Business Combination Agreement by mutual agreement in accordance
with Section 7.1(a) thereof, and each party, on behalf of itself and its agents, released, waived and forever discharged the other parties
and their agents of and from any and all obligation or liability arising under the Newsight Business Combination Agreement. The Company
and Newsight determined to mutually terminate the Newsight Business Combination Agreement because of challenging global economic conditions.

 F- 8

 NOTES

 Note
1 — Description of Organization and Business Operations (Continued)

 Merger
Agreement with Mediforum

 On
January 12, 2024, Vision Sensing Acquisition Corp., a Delaware corporation, entered into an Agreement and Plan of Merger (the " Mediforum
Merger Agreement ") with Mediforum Co. Ltd., a registered company organized under the laws of the Republic of Korea.

to the terms of the Merger Agreement, a new British Virgin Islands business company (" PubCo "), a British Virgin Islands
company and a wholly owned direct subsidiary of PubCo (" Merger Sub 1 "), and a Delaware limited liability company and
a wholly owned direct subsidiary of PubCo (" Merger Sub 2 ") will be formed for the purpose of participating in the
transactions contemplated by the Mediforum Merger Agreement, including, without limitation, (a) the merger of Merger Sub 1 with and into
the BVI Company, with the BVI Company surviving such merger as a wholly owned subsidiary of PubCo (the " Initial Merger "),
and (b) the merger of Merger Sub 2 with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of
PubCo (the " VSAC Merger " and together with the Initial Merger, the " Mergers ", and together with
the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the " Transactions ").
The requisite members of the Company's board of directors (the " Board ") have (i) approved and declared advisable
the Mediforum Merger Agreement and the Transactions and (ii) resolved to recommend the approval and adoption of the Mediforum Merger
Agreement and the Transactions by the Company's stockholders.

 The
consideration for the Mergers (the " Merger Consideration ") will be $ 250,000,000. The Merger Consideration will be
payable 100 % in 25,000,000 PubCo ordinary shares valued at $ 10.00 per share.

 The
Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination
at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against
a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least
$ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval,
a majority of the outstanding shares voted are voted in favor of the Business Combination.

 F- 9

 First
Charter Amendment

 In
a special meeting held on May 1, 2023, the Company's stockholders approved a First Amendment (the " First Charter Amendment ")
to the Company's amended and restated certificate of incorporation, changing the structure and cost of the Company's right
to extend the date (the " Termination Date ") by which the Company must either complete its initial Business Combination
or else (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes
(less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish Public Stockholders' rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 The
First Charter Amendment allowed the Company to extend the Termination Date from May 3, 2023 by up to six 1-month extensions to November
3, 2023, provided that (i) the Company's Sponsor (or its affiliates or permitted designees) deposited into the Company's
Trust Account the lesser of (x) $100,000 or (y) $0.045 per share for each Public Share outstanding as of the applicable deadline date
for each such one-month extension until November 3, 2023 unless the closing of the Company's initial Business Combination had occurred
(the " Extension Payment ") in exchange for a non-interest bearing, unsecured promissory note payable upon consummation
of a Business Combination. In connection with the approval of the First Charter Amendment on May 1, 2023, holders of 8,507,492 of the
Company's Public Shares exercised their right to redeem those shares for cash at an approximate price of $ 10.61 per share, for
an aggregate of approximately $ 90.2 million, leaving 1,612,508 Public Shares outstanding after the May 1, 2023 stockholders meeting.
Thus, the Extension Payment for a one-month extension was $ 72,562.86.

 In
connection with the First Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 1 to Investment Management
Trust Agreement dated May 1, 2023, by and between the Company and Continental, which conforms the extension procedures in the Trust Agreement
to the procedures in the First Charter Amendment.

 Second
Charter Amendment

 In
a special meeting held on October 25, 2023, the Company's stockholders approved a Second Amendment (the " Second Charter
Amendment ") to the Company's amended and restated certificate of incorporation, giving the Company the right to further
extend the Termination Date from November 3, 2023 by up to six (6) one-month extensions to May 3, 2024.

 The
Second Charter Amendment allowed the Company to extend the Termination Date from November 3, 2023 by up to six 1-month extensions to
May 3, 2024, provided that (i) the Company's Sponsor (or its affiliates or permitted designees) deposited into the Company's
Trust Account the lesser of (x) $60,000 or (y) $0.04 per share for each Public Share outstanding as of the applicable deadline date for
each such one-month extension until May 3, 2024 unless the closing of the Company's initial Business Combination shall have occurred
(the " Extension Payment ") in exchange for a non-interest bearing, unsecured promissory note payable upon consummation
of a Business Combination. In connection with the approval of the Second Charter Amendment on October 25, 2023, holders of 264,443 shares
of Class A Common Stock exercised their right to redeem those shares for cash at an approximate price of $ 11.12 per share, for an aggregate
of approximately $ 2.9 million, leaving 1,348,065 Company public shares outstanding after the October 25, 2023 stockholders meeting. Thus,
the Extension Payment for each one-month extension pursuant to the Second Charter Amendment was $ 60,000.

 F- 10

 In
connection with the Second Charter Amendment, the Company amended the Trust Agreement by entering into Amendment No. 2 to Investment
Management Trust Agreement dated October 25, 2023, by and between the Company and Continental, which conforms the extension procedures
in the Trust Agreement to the procedures in the Second Charter Amendment.

 Extensions

 The
Company's amended and restated certificate of incorporation originally provided that we have up to 12 months from the closing of
our IPO, or until November 3, 2022, to consummate an initial Business Combination; however, if we anticipated that we may not be able
to consummate a Business Combination within 12 months, we could, by resolution of our board of directors if requested by our Sponsor,
extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up
to 18 months, or until May 3, 2023), subject to our Sponsor depositing additional funds into the Trust Account.

 On
October 28, 2022 and again on February 2, 2023, at the request of our Sponsor, our board of directors extended the period of time to
consummate a Business Combination to February 3, 2023 and May 3, 2023, respectively, our Sponsor deposited $ 1,012,000 (representing $ 0.10
per public unit sold in our initial public offering) into the Trust Account for each extension (for a total of $ 2,024,000), and we issued
to our Sponsor a non-interest bearing, unsecured promissory note in that amount.

 After
the adoption of the First Charter Amendment on May 1, 2023, the Company obtained six 1-month extensions extending the Termination Date
to November 3, 2023, and the Sponsor has deposited six Extension Payments, each of $ 72,562.86 (representing $ 0.045 per outstanding public
share of our Class A common stock), into the Trust Account and received six non-interest bearing, unsecured promissory notes. The Company
obtained the six extensions on May 1, 2023, June 2, 2023, June 30, 2023, August 1, 2023, September 1, 2023 and October 1, 2023.

 After
the adoption of the Second Charter Amendment on October 25, 2023, the Company obtained six more 1-month extensions extending the Termination
Date to May 3, 2024, and the Sponsor has deposited six Extension Payments, each of $ 60,000, into the Trust Account and received six non-interest
bearing, unsecured promissory notes. The Company obtained the six additional extensions on November 1, 2023, December 1, 2023, January
3, 2024, February 3, 2024, March 1, 2024 and April 2, 2024.

 If
the Company is unable to complete a Business Combination by May 3, 2024 (which can be extended to such later date as may be approved
by the Company's stockholders in accordance with the Company's certificate of incorporation), the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $ 100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and
our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our Public
Shares as soon as reasonably possible following the applicable Termination Date and, therefore, we do not intend to comply with those
procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but
no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

 F- 11

 NOTES

 Note
1 — Description of Organization and Business Operations (Continued)

 Our
Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting
firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter
of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to
below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date
of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less
taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply
to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor's only assets
are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our
officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.

 Liquidity
and Management's Plans

 Prior
to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period
of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial
Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was
released to the Company for general working capital purposes. There is no assurance that the Company's plans to consummate an initial
Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 Going
Concern Consideration

 The
Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company's
assessment of going concern considerations in accordance with Accounting Standards Update (" ASU ") 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that if the Company
is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the Initial
Public Offering, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve
raises substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the
working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated
in the Company's amended and restated memorandum of association. The accompanying financial statement has been prepared in conformity
with generally accepted accounting principles in the United States of America (" GAAP "), which contemplate continuation
of the Company as a going concern.

 Risks
and Uncertainties

 Management
is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Additionally,
as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related
economic sanctions, the Company's ability to consummate a Business Combination, or the operations of a target business with which
the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company's ability
to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events,
including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms
acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on
the Company's financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Note
2 — Summary of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United
States of America (" GAAP ") and pursuant to the rules and regulations of the SEC. Certain information and note disclosures
normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the
information not misleading. The financial statements as of December 31, 2023 and for the year ended December 31, 2023 are audited. The
accompanying financial statements as of December 31, 2022 and for the year ended December 31, 2022, are derived from the audited financial
statements presented in the Company's Annual Report on Form 10-K for fiscal the year ended December 31, 2022.

 F- 12

 NOTES

 Note
2 — Summary of Significant Accounting Policies (Continued)

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the " JOBS Act "), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash
equivalents are carried at cost, which approximates fair value. The Company had $ 244,612 in cash and no cash equivalents as of December
31, 2023 and $ 71,650 in cash and no cash equivalents as of December 31, 2022.

 Marketable
Securities Held in Trust Account

 As
of December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in government securities (United States
Treasury Bills). As of December 31, 2023 and December 31, 2022, the balance in the Trust Account was $ 15,225,623 and $ 105,082,318, respectively.

 F- 13

 NOTES

 Note
2 — Summary of Significant Accounting Policies (Continued)

 Franchise
Tax

 Delaware,
where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do
business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par
and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based
on the number of authorized shares. During years ended December 31, 2023 and 2022 the company incurred $ 168,254 and $ 209,511 in Delaware
franchise tax respectively.

 Income
Taxes

 The
Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company's management determined the United States is the Company's
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were $ 0 of unrecognized tax benefits as of December 31, 2023 and December 31, 2022 and no amounts accrued for interest
and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

 F- 14

 The
provision for income taxes was $ 616,681 for the year ended December 31, 2023 and $ 5,000 for the year ended December 31, 2022, respectively.

 Inflation
Reduction Act of 2022

 On
August 16, 2022, the Inflation Reduction Act of 2022 (the " IR Act ") was signed into federal law. The IR Act provides
for, among other things, a new U.S. federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded
domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally
 1 % of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the
Treasury (the " Treasury ") has been given authority to provide regulations and other guidance to carry out and prevent
the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

 Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)
the nature and amount of any "PIPE" or other equity issuances in connection with a Business Combination (or otherwise issued
not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content
of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the
redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction
in the cash available on hand to complete a Business Combination and in the Company's ability to complete a Business Combination.

 At
this time, it has been determined that the IR Act tax provisions would have an impact to the Company's fiscal 2023 tax provision
as there were redemptions by the public stockholders in 2023; as a result, the Company recorded $ 930,314 excise tax liability as of December
31, 2023. The Company will continue to monitor for updates to the Company's business along with guidance issued with respect to
the IR Act to determine whether any adjustments are needed to the Company's tax provision in future periods.

 Class
A Common Stock Subject to Possible Redemption

 The
Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (" ASC ")
Topic 480 "Distinguishing Liabilities from Equity." Shares subject to mandatory redemption (if any) are classified as a liability
instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company's control) are classified as temporary equity. At all other times, shares are classified as stockholders'
equity. The Company's Class A Common Stock features certain redemption rights that are considered to be outside of the Company's
control and subject to occurrence of uncertain future events. On May 15, 2023, in connection with the approval by the Company's
stockholders of the First Charter Amendment, the Company redeemed 8,507,492 shares of the Company's Class A Common Stock for an
aggregate redemption payment from the Trust Account of $ 90,090,439. On October 25, 2023, in connection with the approval by the Company's
stockholders of the Second Charter Amendment, the Company further redeemed 264,443 shares of the Company's Class A Common Stock
for an aggregate redemption payment from the Trust Account of $ 2,940,940. On December 31, 2023, there were 1,348,065 shares of Class
A Common Stock subject to possible redemption. On December 31, 2022 there were 10,120,000 shares of Class A Common Stock subject to possible
redemption.

 F- 15

 If
it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption
value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,
if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur
and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected
to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,
or in absence of retained earnings, additional paid-in capital).

 As
of December 31, 2023 and December 31,2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table:

 Schedule of Class A Common Stock Reflected on the Balance Sheet

 For the Year
 Ended
 December 31, 2023

 For the Year
 Ended
 December 31, 2022

 Contingently redeemable Class A Common Stock – Opening Balance

 $
 103,730,000

 $
 102,718,000

 Re-measurement of Class A Common Stock Subject to Possible Redemption

 3,728,052

 1,012,000

 Payment to redeemed shareholders

 ( 93,031,379
)

 -

 Contingently redeemable Class A Common Stock - Ending Balance

 14,426,673

 103,730,000

 Concentration
of Credit Risk

instruments that potentially subject to concentration of credit risk consist of cash and cash held in trust. Cash is comprised of cash
balances with banks and bank deposits, which are insured by the Federal Deposit Insurance Company ("FDIC"), up to $ 250,000.
The Company did not have cash exceed FDIC limits at December 31, 2023 and 2022. Cash held in trust is comprised of securities held by
a financial institution, which are insured by the Securities Investor Protection Corporation ("SIPC"), comprised of $ 250,000
coverage for cash and $ 250,000 for securities. The Company had $ 15,225,623 and $ 105,082,318 of securities in excess of SIPC limits as
of December 31, 2023 and 2022, respectively.

 Net
Loss Per Share

 The
Company complies with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share". Net income (loss) per
share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding
common stock subject to forfeiture. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts
that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted
income (loss) per share is the same as the basic income (loss) per share for the period presented. Accretion associated with the redeemable
shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value at December 31, 2023
and 2022.

 F- 16

 NOTES

 Note
2 — Summary of Significant Accounting Policies (Continued)

 The
net income (loss) per share presented in the statements of operations is based on the following:

 Schedule of Basic and Diluted Net Income (Loss) Per share

 For the year ended
 December 31, 2023

 For the year ended
 December 31, 2022

 Class A

 Class B

 Class A

 Class B

 Basic and diluted net loss per share:

 Numerators:

 Allocation of expenses and tax

 $
 ( 1,573,244
)

 ( 852,582
)

 $
 ( 1,319,520
)

 $
 ( 315,159
)

 Interest

 2,243,306

 -

 1,487,280

 -

 Allocation of net (loss) income

 $
 670,062

 $
 ( 852,582
)

 $
 167,760

 $
 ( 315,159
)

 Denominators:

 Weighted-average shares outstanding

 4,832,926

 10,592,700

 Basic and diluted net income (loss) per share

 $
 0.14

 $
 ( 0.33
)

 $
 0.02

 $
 ( 0.12
)

 Fair
Value of Financial Instruments

 The
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 Level
 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

 Level
 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
 prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
 and

 Level
 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
 such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.

 The
following table presents information about the Company's financial assets that are measured at fair value on a recurring basis
as of December 31, 2023 and December 31, 2022:

 Schedule of Financial Assets are Measured at Fair Value on a Recurring Basis

 Level

 December 31,
 2023

 December 31,

 2022

 Assets:

 Cash and marketable securities held in trust account

 $
 15,225,623

 $
 105,082,318

 Derivative Financial Instruments

 The Company evaluates its financial instruments to determine if such instruments
are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging".
Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the
fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current
or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance
sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined
that the warrants qualify for the equity treatment in the Company's financial statements.

 Recently
Issued Accounting Standards

 Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company's financial statements.

 F- 17

 NOTES

 Note
3 — Public Offering

to the Initial Public Offering and full exercise underwriter's overallotment option, the Company sold 10,120,000 Units at a purchase
price of $ 10.00 per Unit. Each Unit consists of one common stock and three-quarters of one redeemable Warrant. Each Warrant will entitle
the holder to purchase one common stock at an exercise price of $ 11.50 per whole share (see Note 7).

 Note
4 — Private Placement

with the closing of the Initial Public Offering, the Company consummated the Private Placement of an aggregate of 472,700 Private Placement
Units to the Sponsor at a purchase price of $ 10.00 per Private Placement Unit, generating gross proceeds to the Company in the amount
of $ 4,727,000.

 A
portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust
Account. If the Company does not complete a Business Combination by the Termination Date, the proceeds from the sale of the Private Placement
Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law)
and the Private Placement Units will be worthless.

 The
Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be
transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions.

 Note
5 — Related Party Transactions

 Class
B Common Stock

 On
September 2, 2021, the Company issued an aggregate of 2,530,000 shares of Class B common stock (the " Founder Shares ")
to the Sponsor for an aggregate purchase price of $ 25,000 in cash, or approximately $ 0.009 per share. The Founder Shares are no longer
subject to forfeiture due to full exercise in our Initial Public Offering of the over-allotment by the underwriter.

 The
holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until
the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination,
(x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange
or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock
for cash, securities or other property.

 Promissory
Note — Related Party

 On
August 31, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company could borrow up to an
aggregate principal amount of $ 300,000, to be used for payment of costs related to our Initial Public Offering. The note was non-interest
bearing and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of our Initial Public Offering. The promissory note
was fully repaid on November 8, 2021.

 F- 18

 NOTES

 Note
5 — Related Party Transactions (Continued)

 Related
Party Loans

 In
order to finance transaction costs in connection with a Business Combination, our Sponsor extended to us a line of credit of up to $ 1,000,000
pursuant to a Convertible Promissory Note dated August 9, 2022 (" Sponsor Working Capital Loan "). Such Sponsor Working
Capital Loan is to either be repaid upon the consummation of a Business Combination, without interest, or, at the Sponsor's discretion,
up converted upon consummation of a Business Combination into additional Placement Units at a price of $ 10.00 per Unit. In the event
that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working
Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. As of December 31,
2023, the amount under the Sponsor Working Capital Loan was $ 512,303. As of December 31, 2022, the amount under the Sponsor Working Capital
Loan was $ 333,900.

 To
fund extensions of the deadline for us to complete our initial Business Combination, the Sponsor deposited an additional $ 1,012,000 into
the Trust Account on each of October 28, 2022 and February 2, 2023 and approximately $ 72,562.86 for each of six one-month extensions
during Calendar year 2023 and $ 60,000 for each of two additional one-month extensions during calendar year 2023. In return, we issued
the Sponsor non-interest bearing, unsecured promissory notes, in the aggregate amount of $ 2,579,452 and $ 1,012,000 as of December 31,
2023 and 2022 respectively.

 In connection with the previous Business Combination with Newsight, Dr. George Cho Yiu So, a principal of our Sponsor
and a director of Newsight and an indirect beneficial owner of 7.4 % of Newsight's outstanding shares, has agreed to loan $ 1 million
to us on substantially identical terms in order to fund our obligation to make advances to Newsight. As of December 31, 2023, the loan
has a principal of $ 1,000,000 and total interest accrued was $ 123,202.

Bridge Financing

 In
connection with our entry into the Business Combination Agreement, we agreed to provide Newsight with up to $ 1 million of bridge financing
to fund Newsight's transaction expenses in certain circumstances and subject to certain conditions in respect of the amount of
funding of Newsight. Dr. George Cho Yiu So, a principal of our Sponsor and a director of Newsight and an indirect beneficial owner of
 7.4 % of Newsight's outstanding shares, has agreed to loan such funds to us on substantially identical terms in order to fund our
obligation to make advances to Newsight. On November 4, 2022, Dr. So advanced $ 1,000,000 to us, which we in turn advanced to Newsight.
The bridge financing and accrued interest, of 10 % per annum accrued and compounded monthly, shall be mature and be payable upon Newsight's
receipt of $ 2,000,000 in financing. The Company has requested repayment from Newsight; however, Newsight has denied that any amounts
are currently due. As of December 31, 2023, the total interest accrued under the loan was $ 123,202.

 Administrative
Support Agreement

 Commencing
on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office
space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company's
liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2023, $ 120,000 of expense was recorded
and included in formation and operating costs in the statement of operations. For the year ended December 31, 2022, $ 120,000 of expense
was recorded and included in formation and operating costs in the statement of operations.

 Note
6 — Commitments and Contingencies

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Units and Warrants that may be issued upon conversion of Working Capital Loans (and
any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working
Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a Registration Rights Agreement
dated November 1, 2021 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion
to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form
registration demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration
rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company
to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides
that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until
the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.

 F- 19

 NOTES

 Note
6 — Commitments and Contingencies (Continued)

 Underwriters
Agreement

 The
Company granted the underwriter a 45-day option to purchase up to 1,320,000 additional Units to cover over-allotments at the Initial
Public Offering price, less the underwriting discounts and commissions. On November 3, 2021, the underwriters exercised this option and
purchased the additional 1,320,000 Units. These Units were sold at an offering price of $ 10.00 per Unit, generating additional gross
proceeds to the Company of $ 13,200,000.

 The
underwriter was paid a cash underwriting discount of two percent ( 2.00 %) of the gross proceeds of the Initial Public Offering, or $ 2,024,000.
In addition, the underwriter is entitled to a deferred fee of three point five percent ( 3.50 %) of the gross proceeds of the Initial Public
Offering, or $ 3,542,000. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination,
subject to the terms of the underwriting agreement.

 Right
of First Refusal

 For
a period beginning on the closing of our Initial Public Offering and ending 12 months from the closing of our initial Business Combination,
we have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and
lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with
FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the
registration statement for our Initial Public Offering.

 Note
7 – Stockholders' Equity

 Preferred
Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such
designation, rights and preferences as may be determined from time to time by the Company's Board of Directors. At December 31,
2023, there were no preferred shares issued or outstanding.

 Class
A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001
per share. Holders of the Company's Class A common stock are entitled to one vote for each share. At December 31, 2023, there were
 472,700 Class A common stock issued and outstanding, excluding 1,348,065 shares subject to possible redemption. At December 31, 2022,
there were 472,700 Class A common stock issued and outstanding, excluding 10,120,000 shares subject to possible redemption.

 Class
B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of
$ 0.0001 per share. Holders of the Company's Class B common stock are entitled to one vote for each share. At December 31, 2023
and December 31, 2022, there were 2,530,000 shares of Class B common stock issued and outstanding.

 Holders
of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of
our stockholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a stockholders
agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance
arrangements that differ from those in effect upon completion of the IPO.

 F- 20

 NOTES

 Note
7 – Stockholders' Equity (Continued)

 The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on
a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination,
the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders
of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance
or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock
will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding
upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed
issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business
Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in
a Business Combination.

 Warrants
 — Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of
the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of
a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Warrants will expire five years after the
completion of a Business Combination or earlier upon redemption or liquidation.

 The
Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class
A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A
common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from
registration is available. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue
any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

 The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have
declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the
Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed.
Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities
exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a "cashless basis" in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain
in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available.

 F- 21

 NOTES

 Note
7 – Stockholders' Equity (Continued)

 Redemption
of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the Warrants become exercisable, the
Company may redeem the outstanding Warrants:

 in
 whole and not in part;

 at
 a price of $ 0.01 per Warrant;

 upon
 a minimum of 30 days' prior written notice of redemption, or the 30-day redemption period to each Warrant holder; and

 if,
 and only if, the last reported sale price of the Class A Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits,
 stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on
 the third trading day prior to the date on which the Company sends the notice of redemption to Warrant holders.

 If
and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.

 If
the Company calls the Warrants for redemption, as described above, its management will have the option to require any holder that wishes
to exercise the Warrants to do so on a "cashless basis," as described in the Warrant agreement. The exercise price and number
of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a
stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below,
the Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the
Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination
Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect
to their Warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with respect
to such Warrants. Accordingly, the Warrants may expire worthless.

 The
Private Placement Warrants are identical to the Public Warrants except that (1) the Private Placement Warrants (including shares issuable
upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the closing of our
initial Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated
with our Sponsor), and subject to securities laws restrictions regarding sale of private securities and (2) holders of our Private Placement
Warrants are entitled to certain registration rights as described in Note 6.

 Note
8 – Subsequent Events

 In
accordance with ASC Topic 855, "Subsequent Events", which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred up to the date the audited financial statements were available to issue. Based upon this review, the Company
did not identify any subsequent events that would have required adjustment or disclosure in the financial statements except as follows.

 F- 22

 Mediforum
Merger Agreement

 On
January 12, 2024, Vision Sensing Acquisition Corp., a Delaware corporation, entered into an Agreement and Plan of Merger (the " Mediforum
Merger Agreement ") with Mediforum Co. Ltd., a registered company organized under the laws of the Republic of Korea (" Mediforum ").

to the terms of the Mediforum Merger Agreement, a new British Virgin Islands business company (" PubCo "), a British
Virgin Islands company and a wholly owned direct subsidiary of PubCo (" Merger Sub 1"), and a Delaware limited liability
company and a wholly owned direct subsidiary of PubCo (" Merger Sub 2 ") will be formed for the purpose of participating
in the transactions contemplated by the Merger Agreement, including, without limitation, (a) the merger of Merger Sub 1 with and into
the BVI Company, with the BVI Company surviving such merger as a wholly owned subsidiary of PubCo (the " Initial Merger "),
and (b) the merger of Merger Sub 2 with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of
PubCo (the " VSAC Merger " and together with the Initial Merger, the " Mergers ", and together with
the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the " Transactions ").
The requisite members of the Company's board of directors have (i) approved and declared advisable the Mediforum Merger Agreement
and the Transactions and (ii) resolved to recommend the approval and adoption of the Mediforum Merger Agreement and the Transactions
by the Company's stockholders.

 The
consideration for the Mergers (the " Merger Consideration ") will be $ 250,000,000. The Merger Consideration will be
payable 100 % in 25,000,000 PubCo ordinary shares valued at $ 10.00 per share.

 2024
Annual Meeting of Stockholders

 The
Company is scheduled to hold its 2024 annual meeting of stockholders on April 30, 2024 (the "Annual Meeting"). The record
date for the Annual Meeting is April 9, 2024 and the meeting is scheduled to be held virtually. The board has proposed the following
items for the approval of the Company's stockholders at the Annual Meeting:

 1.

 A
 proposal to re-elect (the "Director Proposal") one director to the Board, with such director to serve until the third
 annual meeting of stockholders following this Annual Meeting or until his successor is elected and qualified with the Company's
 chief executive officer and chairman, George Peter Sobek, who is the incumbent, being the board's nominee;

 2.

 A
 proposal to ratify the selection by our Audit Committee of Adeptus Partners, LLC to serve as the Company's independent registered
 public accounting firm for the fiscal year ending December 31, 2024 (the "Auditor Proposal");

 3.

 A
 proposal to amend the Company's amended and restated certificate of incorporation to provide for the right of the holders of
 the Company's Class B common stock to convert such shares into shares of the Company's Class A common stock on a one-to-one
 basis at the election of such holders (the "Founder Share Amendment Proposal");

 4.

 A
 proposal to amend the Company's amended and restated certificate of incorporation to give the Company the right to further
 extend the Termination Date by up to an additional six 1-month extensions to November 3, 2024 provided that (i) the Company's
 sponsor (or its affiliates or permitted designees) deposits into the Company's trust account an Extension Payment equal to
 the lesser of (x) $ 100,000 or (y) $ 0.045 per share for each public share outstanding as of the applicable deadline date for each
 such one-month extension until November 3, 2024 unless the closing of the Company's initial business combination had occurred
 in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination (the "Extension
 Amendment Proposal");

 5.

 A
 proposal to further amend the trust agreement to extend the date on which Continental must liquidate the trust account if the Company
 has not completed its initial business combination, from May 3, 2024 by up to six one-month extensions to November 3, 2024 by depositing
 into the Trust Account the lesser of (x) $ 60,000 or (y) $ 0.045 per share for each Public Share outstanding as of the applicable Deadline
 Date for ach such one-month extension (such proposal is the "Trust Amendment Proposal"); and

 6.

 A
 proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation
 and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the
 Director Proposal, Auditor Proposal, Charter Proposals, or Trust Amendment Proposal (the "Adjournment Proposal"). The
 Adjournment Proposal will only be presented at the Annual Meeting if there are not sufficient votes to approve any of the Director
 Proposal, Auditor Proposal, Charter Proposals, or Trust Amendment Proposal.

 In
connection with the Extension Amendment Proposal, the Company's public stockholders may elect to redeem their public shares at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest
shall be net of taxes payable), divided by the number of public shares then outstanding. We expect that the redemption price will be
approximately $ 11.53 per share.

 The
Company filed its definitive proxy statement for the Annual Meeting with the SEC on April 15, 2024.

 F- 23