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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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 | ||||
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).
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On June 19, 2023, MaloneBailey, LLP (“MaloneBailey”), the independent registered public accounting firm of Nova Vision Acquisition Corp. (the “Company”), 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, it was discovered that there are errors in the original valuation of instruments in the units issued by the Company in its initial public offering, and the Company 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. The Company 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.
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.
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 7, 2023 | By: | /s/ Eric Ping Hang Wong |
| Name: | Eric Ping Hang Wong | |
| Title: | Chief Executive Officer | |
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