Sec Form 3 Filing - Vison Sensing LLC @ VISION SENSING ACQUISITION CORP. - 2021-10-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Vison Sensing LLC 2. Issuer Name and Ticker or Trading Symbol VISION SENSING ACQUISITION CORP. [ VSAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VISION SENSING ACQUISITION CORP., SUITE 500, 78 SW 7TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2021 (Street) MIAMI, FL33130 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock, par value $0.0001 per share ( 1 ) ( 1 ) ( 1 ) Class A Common Stock, par value $0.0001 per share 2,530,000 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vison Sensing LLC C/O VISION SENSING ACQUISITION CORP. SUITE 500, 78 SW 7TH STREET MIAMI, FL33130 X So George Cho Yiu C/O VISION SENSING ACQUISITION CORP. SUITE 500, 78 SW 7TH STREET MIAMI, FL33130 managing member of owner Signatures /s/ George Cho Yiu So, Managing Member, Vision Sensing LLC 10/29/2021 Signature of Reporting Person Date /s/ George Cho Yiu So 10/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vision Sensing LLC ("Sponsor") directly owns shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of Vision Sensing Acquisition Corp. (the "Issuer"), including 330,000 shares of Class B Common Stock that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. ( 2 )The managing member of the Sponsor is George Cho Yiu So ("Mr. So" and together with Sponsor, the "Reporting Persons"). ( 3 )Because of the relationship between the Reporting Persons, Mr. So may be deemed to beneficially own the securities reported herein to the extent of his pecuniary interests. Mr. So disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. ( 4 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Mr. So is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein in excess of his pecuniary interests.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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