Newsight Imaging SPAC
DISCLAIMER
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of VSAC or Newsight. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied
by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to
successfully or timely consummate the Proposed Business Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the
shareholders of VSAC or Newsight is not obtained; the inability to complete a PIPE offering in connection with the Proposed Business Combination; the inability of VSAC or the
Proposed Business Combination to have sufficient minimum cash to fulfill closing conditions to the Proposed Business Combination; failure to realize the anticipated benefits of the
Proposed Business Combination; risk relating to the uncertainty of the projected financial information with respect to Newsight; the amount of redemption uests made by VSAC's
shareholders; the overall level of consumer demand for Newsight's products and services; general economic conditions and other factors affecting consumer confidence,
preferences, and behavior; political or economic instability in Israel, the middle east or other markets where Newsight operates, disruption and volatility in the global currency,
capital, and credit markets; the ability to maintain the listing of VSAC's securities on the NASDAQ; Newsight's ability to implement its business strategy; changes in governmental
regulation, Newsight's exposure to litigation claims and other loss contingencies; disruptions and other impacts to Newsight's business, as a result of the COVID-19 global pandemic
and government actions and restrictive measures implemented in response; stability of Newsight's suppliers, as well as consumer demand for its products, in light of disease
epidemics and health-related concerns such as the COVID-19 global pandemic; the impact that global climate change trends may have on Newsight and its suppliers and customers;
Newsight's ability to recruit and maintain distributors; any breaches of, or interruptions in, Newsight's information systems; fluctuations in the price, availability and quality of
electricity and other raw materials and contracted products as well as foreign currency fluctuations; Newsight's ability to utilize potential net operating loss carryforwards; changes in
tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. The foregoing list of potential risks and uncertainties is not exhaustive. More information on potential
factors that could affect VSAC's or Newsight's financial results is included from time to time in VSAC's public reports filed with the SEC, including its Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the other documents VSAC has filed, or VSAC or Newsight will file, with the SEC, including a registration
statement on Form F-4 that will include proxy statements/prospectus that Newsight intends to file with the SEC in connection with registration of Newsight's shares in connection
with the Business Combination and VSAC's solicitation of proxies for the meeting of its shareholders to be held to approve, among other things, the Proposed Business Combination.
If any of these risks materialize or VSAC's or Newsight's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither VSAC nor Newsight presently know, or that VSAC and Newsight currently believe are immaterial, that could also cause actual
results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect VSAC's and Newsight's expectations, plans or forecasts of
future events and views as of the date of this presentation. Neither VSAC nor Newsight gives assurance that either VSAC or Newsight, or the combined company, will achieve its
expectations. VSAC and Newsight anticipate that subsequent events and developments will cause their assessments to change. However, while VSAC and Newsight may elect to
update these forward-looking statements at some point in the future, VSAC and Newsight specifically disclaim any obligation to do so, except as required by law. These forward-
looking statements should not be relied upon as representing VSAC's or Newsight's assessments as of any date subsequent to the date of this presentation. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
In addition, this presentation includes a summary set of risk factors that may have a material impact on Newsight. These are not intended to capture all of the risks to which
Newsight or the Proposed Business Combination is subject or may be subject, and we encourage investors to review the risk factors set forth in the Registration Statement on Form
F-4 to be filed with the SEC with respect to the Proposed Business Combination (as described further below). If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither VSAC nor Newsight presently know or
that VSAC and Newsight currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-
looking statements reflect VSAC's and Newsight's expectations, plans or forecasts of future events and views as of the date of this presentation. VSAC and Newsight anticipate that
subsequent events and developments will cause VSAC's and Newsight's assessments to change. However, while VSAC and Newsight may elect to update these forward-looking
statements at some point in the future, VSAC and Newsight specifically disclaim any obligation to do so.
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