NOVVU Nova Vision Acquisition Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No.1)

 

(Mark One)

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from               to

 

Commission File No. 001-40713

 

NOVA VISION ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

British Virgin Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

2 Havelock Road Singapore		059763
(Address of Principal Executive Offices)		(Zip Code)

 

+65 87183000

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Ordinary Share, 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		NOVVU		NASDAQ Capital Market
Ordinary Share		NOVV		NASDAQ Capital Market
Warrants		NOVVW		NASDAQ Capital Market
Rights		NOVVR		NASDAQ Capital Market

 

As of August 7, 2023, there were 3,318,297 ordinary shares of the Registrant, par value $0.0001 per share, issued and outstanding.

 

 

 

EXPLANATORY NOTE

Nova Vision Acquisition Corp. (the “Company”) is filing this Amendment No. 1 to Quarterly Report on Form 10-Q (the “Amended 10-Q”) to amend its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, filed with the Securities and Exchange Commission (“SEC”) on August 7, 2023 (the “Original 10-Q”). The sole purpose of this Amended 10-Q is to furnish an updated Exhibit 31, being the Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Exhibit 31”). In the Exhibit 31 originally filed with the Original 10-Q, paragraph 4(b), which relates to the design of internal control over financial reporting, as required by Item 601(b)(31) of Regulation S-K, was inadvertently omitted. The revised certification is currently dated, refer to this Amended 10-Q, and is being included as exhibit to this Amended 10-Q under Part II, Item 6 hereof. In accordance with applicable SEC interpretations, this Amended 10-Q contains only the cover page, this explanatory note, a signature page, and the revised certification (containing only paragraphs 1, 2, 4 and 5 of the text otherwise prescribed by Item 601(b)(31)(i) of Regulation S-K).

We have made no attempt in this Amended 10-Q to modify or update the disclosures presented in the Original 10-Q other than as noted in the previous paragraph. Except as noted above, this Amended 10-Q does not reflect events occurring after the filing of the Original 10-Q. Accordingly, this Amended 10-Q should be read in conjunction with the Original 10-Q, and the Company’s other filings with the SEC subsequent to the filing of the Original 10-Q, including any amendments thereto.

 

 

PART II - OTHER INFORMATION

 

Item 6. Exhibits

 

The following exhibits are filed as part of, or incorporated by reference into, this Amendment No. 1 to Quarterly Report on Form 10-Q.

 

31		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	NOVA VISION ACQUISITION CORP.
Date: August 14, 2023	By:	/s/ Eric Ping Hang Wong
	Name:	Eric Ping Hang Wong
	Title:	Chief Executive Officer and Chief Financial Officer

 

 

 

Exhibit 31

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

 

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

 

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Eric Ping Hang Wong, certify that:

 

1. I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q of Nova Vision Acquisition Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. [omitted];

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2023

 

	/s/ Eric Ping Hang Wong
	Eric Ping Hang Wong
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer and Principal Financial and Accounting Officer)

 

v3.23.2

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 07, 2023
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Nova Vision Acquisition Corp. (the “Company”) is filing this Amendment No. 1 to Quarterly Report on Form 10-Q (the “Amended 10-Q”) to amend its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, filed with the Securities and Exchange Commission (“SEC”) on August 7, 2023 (the “Original 10-Q”). The sole purpose of this Amended 10-Q is to furnish an updated Exhibit 31, being the Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Exhibit 31”). In the Exhibit 31 originally filed with the Original 10-Q, paragraph 4(b), which relates to the design of internal control over financial reporting, as required by Item 601(b)(31) of Regulation S-K, was inadvertently omitted. The revised certification is currently dated, refer to this Amended 10-Q, and is being included as exhibit to this Amended 10-Q under Part II, Item 6 hereof. In accordance with applicable SEC interpretations, this Amended 10-Q contains only the cover page, this explanatory note, a signature page, and the revised certification (containing only paragraphs 1, 2, 4 and 5 of the text otherwise prescribed by Item 601(b)(31)(i) of Regulation S-K).
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40713
Entity Registrant Name	NOVA VISION ACQUISITION CORP.
Entity Central Index Key	0001858028
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	2 Havelock Road
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	059763
City Area Code	+65
Local Phone Number	87183000
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		3,318,297
Units [Member]
Title of 12(b) Security	Units, each consisting of one Ordinary Share, par value $0.0001 per share, one Redeemable Warrant
Trading Symbol	NOVVU
Security Exchange Name	NASDAQ
Ordinary Share [Member]
Title of 12(b) Security	Ordinary Share
Trading Symbol	NOVV
Security Exchange Name	NASDAQ
Warrants [Member]
Title of 12(b) Security	Warrants
Trading Symbol	NOVVW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	NOVVR
Security Exchange Name	NASDAQ

---