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Vision Sensing Acquisition Corp. Announces Letter of Intent with Convergence CT, Inc. Page 1

Vision Sensing Acquisition Corp. Announces Letter of Intent with Convergence CT, Inc. Page 1

Agrees to terminate the previous agreement with Mediforum Co., Ltd.

  • Convergence CT, Inc. (“CCT”) is a provider of big data management technologies for the benefit of patients, communities, providers, and researchers. CCT specializes in smart hospital information systems and optimizing hospital workflows, leveraging patented technology and custom solutions, and integrating IoT and AI to improve patient care and advance global health insights.
  • Vision Sensing Acquisition Corp. (“VSAC”) is a NASDAQ-listed special purpose acquisition company traded under the ticker symbol “VSAC.”
  • VSAC and CCT have agreed to increase the total consideration to CCT shareholders to US$135 million. Of this amount, US$110 million will be paid through an initial direct share transfer to existing CCT shareholders. The remainder is subject to a performance-based earn-out.

NEW YORK, August 22, 2024 (GLOBE NEWSWIRE) — Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company” or “VSAC”), in mutual consultation with Mediforum Co., Ltd. (“Mediforum”) until termination of the Agreement and the Merger Plan dated January 12, 2024. The parties agreed that it would not be possible for them to complete the proposed transaction within a reasonable time and have waived all claims against each other.

At the same time, VSAC is pleased to announce that it has signed a non-binding letter of intent with Delaware-based Convergence CT, Inc. (“CCT”) to complete a business combination between the Company and CCT, pursuant to which VSAC will acquire, directly or indirectly, 100% of the outstanding equity of the Company in exchange for the consideration described below (the “Business combination”). The legal structure of the transaction (including any reorganizations prior to closing) will be determined by the Parties based on business, legal, tax, accounting and other considerations (and in the event the transaction structure results in a person other than VSAC as the listed parent entity, references in this term sheet to the Surviving Entity will be deemed to refer to such new parent entity, if applicable).

CCT optimizes hospital workflows through customized smart hospital solutions and implementation services, integrating IoT and AI to improve patient care. With more than 20 years of expertise, CCT is a leader in healthcare data integration. CCT’s patented technology capabilities provide healthcare providers, life sciences companies, payers and governments with valuable insights into the global healthcare landscape. CCT’s current management team is expected to continue to lead the combined company following the transaction. The combined company is expected to trade on the NASDAQ after closing under a new ticker symbol that has yet to be determined.