Nova Vision Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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| 098368 | ||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , par value $0.0001 per share, one Redeemable Warrant entitling the holder to purchase one half of an Ordinary Share, and one Right entitling the holder to receive one-tenth of an Ordinary Share | Capital Market | |||
| Capital Market | ||||
| Capital Market | ||||
| Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
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Item 1.01 Entry into a Material Definitive Agreement
As approved by its shareholders at the Annual Meeting of Shareholders on August 6, 2024 (the “Meeting”), Nova Vision Acquisition Corp. (the “Company” or “Nova”) entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, dated August 5, 2021, as amended, with American Stock Transfer & Trust Company (now known as Equiniti Trust Company, LLC) on August 6, 2024. Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination six (6) times for an additional one (1) month each time from August 10, 2024, to February 10, 2025, by depositing the lesser of (a) $15,000 and (b) an aggregate amount that equals to $0.03 multiplied by the number of issued and outstanding Company ordinary shares issued in the IPO (the “Public Shares”) that have not been redeemed for each one-month extension.
On August 6, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $6,301.56 (the “Note”) to Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Note does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Note may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its shareholders at the Meeting on August 6, 2024, the Company filed an amended and restated memorandum and articles of association on August 8, 2024 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to six (6) times for an additional one (1) month each time from August 10, 2024, to February 10, 2025, by depositing the lesser of (a) $15,000 and (b) an aggregate amount that equals to $0.03 multiplied by the number of issued and outstanding Public Shares that have not been redeemed for each one-month extension.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 6, 2024, the Company held the Meeting. On July 15, 2024, the record date for the Meeting, there were 3,318,297 ordinary shares of the Company entitled to be voted at the Meeting, 80.48% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of Company shareholders at the Meeting are as follows:
1. Charter Amendment
Shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association, giving the Company the right to extend the date by which it has to complete a business combination six (6) times for an additional one (1) month each time from August 10, 2024 to February 10, 2025. Approval of the Charter Amendment required the majority of the votes of the shares which were present in person or by proxy and entitled to vote thereon at the Meeting. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,670,561 | 150 | 0 | 0 |
| 2 |
2. Trust Amendment
Shareholders approved the proposal to amend the Company’s investment management trust agreement, dated August 5, 2021, as amended, by and between the Company and American Stock Transfer & Trust Company (now known as Equiniti Trust Company, LLC) to allow the Company to extend the time it has to complete a business combination six (6) times for an additional one (1) month each time from August 10, 2024 to February 10, 2025 by depositing into the trust account the lesser of (a) $15,000 and (b) an aggregate amount that equals to $0.03 multiplied by the number of issued and outstanding Public Share that have not been redeemed for each one-month extension. Adoption of the amendment required approval by the affirmative vote of holders of at least 50% of the outstanding shares present is required to approve the Trust Amendment. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,670,561 | 150 | 0 | 0 |
3. Election of Directors
Shareholders elected all of the five nominees for directors to serve until the next annual meeting of shareholders. The voting results were as follows:
| FOR | WITHHELD | BROKER NON-VOTE | ||||
| Eric Ping Hang Wong | 2,670,711 | 0 | 0 | |||
| Wing-Ho Ngan | 2,670,711 | 0 | 0 | |||
| Tin Lun Brian Cheng | 2,670,711 | 0 | 0 | |||
| Philip Richard Herbert | 2,670,711 | 0 | 0 | |||
| Chun Fung Horace Ma | 2,670,561 | 150 | 0 |
Item 8.01. Other Events.
In connection with the shareholders vote at the Meeting, 1,340,245 ordinary shares were tendered for redemption. On August 6, 2024, the Company made a deposit to the trust account as provided above and extended the amount of time it has available to complete a business combination from August 10, 2024 to September 10, 2024. Following such redemptions and the deposit of the extension payment described above, the amount of funds remaining in the trust account is approximately $2.6 million.
The Company issued the press release filed herewith on August 12, 2024, which is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Amended and restated memorandum and articles of association of Nova Vision Acquisition Corp., adopted by shareholders of the Company on August 6, 2024 and filed with the BVI Registry of Corporate Affairs on August 8, 2024 | |
| 10.1 | Amendment to the investment management trust agreement, dated as of August 6, 2024, with Equiniti Trust Company, LLC | |
| 10.2 | Promissory Note dated August 6, 2024 | |
| 99.1 | Press Release dated August 12, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nova Vision Acquisition Corp. | |
| Dated: August 12, 2024 | /s/ Eric Ping Hang Wong |
| Eric Ping Hang Wong | |
| Chief Executive Officer and Chief Financial Officer |
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