NOVVU Nova Vision Acquisition Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K/A

(Amendment No. 1)

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

June 30, 2023

Date of Report (Date of earliest event reported)

 

Nova Vision Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands		001-40713		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(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

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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 Shares		NOVV		NASDAQ Capital Market
Warrants		NOVVW		NASDAQ Capital Market
Rights		NOVVW		NASDAQ 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 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. ☐

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Current Report on Form 8-K of Nova Vision Acquisition Corp. (the “Company”) amends and restates the Company’s Current Report on Form 8-K, dated June 30, 2023, which was filed with the Securities and Exchange Commission (“SEC”) on August 7, 2023. This amended Form 8-K is updated to (a) clarify that it was the Company’s independent registered public accounting firm, MaloneBailey, LLP (“MaloneBailey”), that notified the Company that the Company’s financial statements for the years ended December 31, 2021 and 2022 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2023 should be restated and should no longer be relied upon and (b) include Exhibit 7.1, correspondence from MaloneBailey regarding the non-reliance on previously issued financial statements.

 

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On June 19, 2023, MaloneBailey, the independent registered public accounting firm of Nova Vision Acquisition Corp., notified the Company that the Company’s balance sheet as of December 31, 2021 and 2022, and the related statements of operations, statement of changes in shareholders’ equity (deficit), and cash flows (the “Financial Statements”) included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “Form 10-K”) should be restated and should no longer be relied upon.

 

Subsequent to the Company’s filing of the Form 10-K, MaloneBailey discovered that there are errors in the original valuation of instruments in the units issued by the Company in its initial public offering, and MaloneBailey determined that the errors required adjustment of Financial Statements. This led to a change in the initial fair value allocation of public shares and a change in the accretion of carrying value to redemption value. MaloneBailey also determined that a change in the value of net cash used in investing and financing activities is necessary due to redemption of ordinary shares of the Company.

 

The Company and MaloneBailey determined that the reporting effects of the above errors had a material impact to the Financial Statements included in the Form 10-K. As a result, the Financial Statements need to be restated, and the Company filed an Amendment no. 1 to the Form 10-K ( “Amendment No.1”) with the SEC on June 30, 2023. Subsequently on July 28, 2023, the Company received a comment letter from the SEC relating to Amendment No.1, in response to which the Company further amended and restated the Form 10-K by filing an Amendment No.2 to the Form 10-K, to correct a scrivener’s error contained in the audit opinion issued by MaloneBailey and revise note 3 to the financial statements to discuss the restatement of net cash used in investing and financing activities relating to the ordinary shares redemption.

 

On August 14, 2023, the Company further filed an Amendment No.3 to the Form 10-K in response to a comment from the SEC, to include a revised 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.

 

The Company’s management concluded that in light of the errors mentioned above, a material weakness existed in the Company’s internal control over financial reporting as of December 31, 2022, and the Company’s disclosure controls and procedures were not effective as of December 31, 2022.

 

The Company’s management and its Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with MaloneBailey.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No .		Description
7.1		Letter from MaloneBailey, LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.
Date: August 14, 2023	By:	/s/ Eric Ping Hang Wong
	Name:	Eric Ping Hang Wong
	Title:	Chief Executive Officer

 

 

Exhibit 7.1

 

 

August 14, 2023

 

U.S. Securities and Exchange Commission

450 Fifth Street N.W.

Washington, DC 20549

 

RE: Nova Vision Acquisition Corp.

File No.: 001-40713

 

We have read the statements under item 4.02 of the Form 8-K to be filed with the Securities and Exchange Commission. We agree with statements pertaining to us.

 

 

MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

 

 

 

v3.23.2

Cover	Jun. 30, 2023
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Document Period End Date	Jun. 30, 2023
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, Country	SG
Entity Address, Postal Zip Code	059763
City Area Code	65
Local Phone Number	87183000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
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
Title of 12(b) Security	Units, each consisting of one Ordinary Share
Trading Symbol	NOVVU
Security Exchange Name	NASDAQ
Ordinary Shares
Title of 12(b) Security	Ordinary Shares
Trading Symbol	NOVV
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	NOVVW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	NOVVW
Security Exchange Name	NASDAQ

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