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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No.3)

 

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

 

For the fiscal year ended December 31, 2022

 

or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to ________________

 

Commission file number: 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 #07-12

Singapore

  059763
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +65 87183000

 

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

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No

 

Indicate by check mark whether the registrant (1) has filed all reports required 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

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

 

At December 31, 2022, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was $18,742,020.

 

As of June 30, 2023, the Registrant had 3,571,612 ordinary shares outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

Auditor Name Auditor Location Auditor Firm ID
MaloneBailey, LLP Houston, Texas 206

 

 

 

 

 

 

EXPLANATORY NOTE

 

Nova Vision Acquisition Corp. (the “Company”) is filing this Amendment No. 3 to Annual Report on Form 10-K (the “Amended 10-K”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023, as amended by an Amendment No.1 filed with the SEC on June 30, 2023 and an Amendment No.2 filed with the SEC on August 7, 2023 (the “Original 10-K”). The sole purpose of this Amended 10-K 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-K, 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-K, and is being included as exhibit to this Amended 10-K under Part VI, Item 15 hereof. In accordance with applicable SEC interpretations, this Amended 10-K 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-K to modify or update the disclosures presented in the Original 10-K other than as noted in the previous paragraph. Except as noted above, this Amended 10-K does not reflect events occurring after the filing of the Original 10-K. Accordingly, this Amended 10-K should be read in conjunction with the Original 10-K, and the Company’s other filings with the SEC subsequent to the filing of the Original 10-K, including any amendments thereto.

 

2
 

 

part IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

The following documents are filed as part of this Amendment No. 3 to Form 10-K:

 

(b) Exhibits

 

We hereby file as part of this Amendment No. 3 to Form 10-K the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at sec.report.

 

3
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
31   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
     
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)

 

4
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

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

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name   Position   Date
         
/s/ Eric Ping Hang Wong   Chief Executive Officer (Principal executive   August 14, 2023
Eric Ping Hang Wong   officer), Chief Financial Officer (Principal    
    financial and accounting officer) and Director    
         
/s/ Wing-Ho Ngan   Chairman of the Board   August 14, 2023
Wing-Ho Ngan        
         
/s/ Tin Lun Brian Cheng   Independent Director   August 14, 2023
Tin Lun Brian Cheng        
         
/s/ Philip Richard Herbert   Independent Director   August 14, 2023
Philip Richard Herbert        
         
/s/ Chun Fung Horace Ma   Independent Director   August 14, 2023
Chun Fung Horace Ma        

 

5

 

 

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. 3 to the Annual Report on Form 10-K for the year ended December 31, 2022 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 - USD ($)
12 Months Ended
Dec. 31, 2022
Jun. 30, 2023
Document Type 10-K/A  
Amendment Flag true  
Amendment Description Nova Vision Acquisition Corp. (the “Company”) is filing this Amendment No. 3 to Annual Report on Form 10-K (the “Amended 10-K”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023, as amended by an Amendment No.1 filed with the SEC on June 30, 2023 and an Amendment No.2 filed with the SEC on August 7, 2023 (the “Original 10-K”). The sole purpose of this Amended 10-K 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-K, 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-K, and is being included as exhibit to this Amended 10-K under Part VI, Item 15 hereof. In accordance with applicable SEC interpretations, this Amended 10-K 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 Annual Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2022  
Document Fiscal Period Focus FY  
Document Fiscal Year Focus 2022  
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, Address Line Two #07-12  
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 Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Current Reporting Status Yes  
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 Public Float $ 18,742,020  
Entity Common Stock, Shares Outstanding   3,571,612
Documents Incorporated by Reference [Text Block] None  
ICFR Auditor Attestation Flag false  
Auditor Name MaloneBailey, LLP  
Auditor Location Houston, Texas  
Auditor Firm ID 206  
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  
OrdinaryShare [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  

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