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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.
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) |
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(“SEC”) on August 7, 2023 (the “Original 10-Q”). The sole purpose of this Amended 10-Q is to furnish an updated
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