January 16, 2024 – ARC Group is pleased to announce that Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW), a special purpose acquisition company advised by ARC Group, has entered into an Agreement and Plan of Merger with Mediforum Co., Ltd, a leading biotechnology company based in Korea.
ARC Group serves as Sole Financial Advisor to Vision Sensing Acquisition Corp. in this transformative business combination. The proposed business combination, upon completion, will result in Mediforum becoming a publicly listed company on NASDAQ under a new ticker symbol.
Mediforum, known for its pioneering work in biotechnology, focuses on the research and development of ethical drugs, diagnostic reagents, and strategic application products. The company’s mission is centered around improving the quality of life for individuals facing conditions such as Alzheimer’s disease and neuropathic pain. Notably, their flagship product, PM012, is undergoing Phase 2b clinical trials for Alzheimer’s disease, with plans for subsequent Phase 3 trials in Korea and the U.S., showcasing its potential in addressing broader neurological challenges.
Mediforum’s Chairman, Chankyu Kim, expressed excitement about the merger with VSAC and the debut on NASDAQ. Furthermore, George Sobek, CEO of VSAC, emphasized the unique pipeline of pharmaceutical formulations developed by Mediforum and the significant potential in treating major conditions.
Transaction Terms
Under the terms of the Merger Agreement, a new company will be formed in British Virgin Islands (“PubCo”) for the purpose of participating in the transactions contemplated in the Merger Agreement and becoming the publicly traded holding company upon the closing of the business combination.
Prior to the closing,
- Mediforum will restructure and redomesticate (“Restructuring and Redomestication”) to the British Virgin Islands (the “BVI Company”);
- Merger Sub 1, a British Virgin Islands business company and wholly owned subsidiary of PubCo, will be formed for the purpose merging with and into the BVI Company (“Initial Merger”), the separate existence of Merger Sub 1 will cease and the BVI Company will be the surviving corporation of the Initial Merger;
- Merger Sub 2, a Delaware company and wholly owned subsidiary of PubCo, will be formed for the purpose merging with and into VSAC (“SPAC Merger”), the separate existence of Merger Sub 2 will cease and VSAC will be the surviving corporation of the SPAC Merger. Both the surviving corporations of Initial Merger and SPAC Merger will be direct wholly owned subsidiaries of PubCo.
The consideration for the transaction (the “Merger Consideration”) 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 (“PubCo Shares”), as the Merger Consideration.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement relating to the transaction, a copy of which will be filed by VSAC with the SEC as an exhibit to a Current Report on Form 8-K. Other interested parties are urged to read the Merger Agreement in its entirety.
ARC Group serves as Sole Financial Advisor to Vision Sensing Acquisition Corp. in this transformative business combination.
For more information or any questions, please contact:
Sergio Camarero
President
Sergio.camarero@arc-group.com
