Vision Sensing Acquisition announces plan of merger with Mediforum

Vision Sensing Acquisition Corp. announced that it has entered into a definitive Agreement and Plan of Merger with Mediforum Co., Ltd, a prominent biotechnology company based in Korea, specializing in the research and development of ethical drugs, diagnostic reagents, and strategic application products, providing for a proposed business combination that, if consummated, will result in Mediforum becoming a publicly listed company. Subject to the terms and conditions set forth in the Merger Agreement, upon the closing of the transactions, the combined company will be listed on NASDAQ under a new ticker symbol. Mediforum’s current management team is expected to continue running the combined company after the transaction. Under the terms of the Merger Agreement, a new company will be formed in British Virgin Islands for the purpose of participating in the transactions contemplated in the Merger Agreement and becoming the publicly traded holding company upon the closing of the business combination. Prior to the closing, (i) Mediforum will restructure and redomesticate to the British Virgin Islands; (ii) Merger Sub 1, a British Virgin Islands business company and wholly owned subsidiary of PubCo, will be formed for the purpose merging with and into the BVI Company, the separate existence of Merger Sub 1 will cease and the BVI Company will be the surviving corporation of the Initial Merger; (iii) Merger Sub 2, a Delaware company and wholly owned subsidiary of PubCo, will be formed for the purpose merging with and into VSAC, the separate existence of Merger Sub 2 will cease and VSAC will be the surviving corporation of the SPAC Merger. Both the surviving corporations of Initial Merger and SPAC Merger will be direct wholly owned subsidiaries of PubCo. The consideration for the transaction shall be $250,000,000. Upon the closing, the shareholders of the BVI Company will receive 25,000,000 Class A Ordinary Shares of PubCo, valued at $10.00 per share, as the Merger Consideration.