Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to Section240.14a-12

 

NOVA VISION ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.
	(3)	Filing Party:
	(4)	Date Filed:

 

 

 

 

 

NOVA VISION ACQUISITION CORP.

2 Havelock Road #07-12
Singapore 059763

 

TO THE SHAREHOLDERS OF NOVA VISION ACQUISITION CORP.:

 

As you know, Nova Vision Acquisition Corp. (the “Nova Vision,” “NOVA,” “we,” “our,” or “us”) previously announced an extraordinary general meeting (the “Extraordinary General Meeting”) for the purposes of considering and voting upon (i) approval of the Redomestication Merger and the Plan and Articles of Merger (as defined below), which we refer to as the “Redomestication Merger Proposal” or “Proposal No. 1;” (ii) approval of the Acquisition Merger, which we refer to as the “Acquisition Merger Proposal” or “Proposal No. 2;” (iii) approval, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 6,400,000 PubCo Ordinary Shares in connection with the Business Combination and related financings, which we refer to as the “Nasdaq Proposal” or “Proposal No. 3;” (iv) approval of the Governance Proposal, which we refer to as the “Governance Proposal” or “Proposal No. 4;” approval of PubCo’s 2024 Equity Incentive Plan, which we refer to as the “Incentive Plan Proposal” or “Proposal No. 5.;” approval to delete, in its entirety, Regulation 23.5(c) of NOVA’s third amended and restated articles of association, which currently restricts consummation of a shareholder redemption offer in connection with a business combination if the redemptions made pursuant to such offer would cause NOVA to have net tangible assets of less than US$5,000,001 prior to or upon consummation of a business combination (the “NTA Requirement”), in order to expand the methods that NOVA may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission, which we refer to as the “NTA Requirement Amendment Proposal” or “Proposal No. 6;” and approval to adjourn the Extraordinary General Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No. 7.” On or about August 22, 2024, we mailed to you a proxy statement relating to the Extraordinary General Meeting. The purpose of this document is to supplement the Proxy Statement with certain new and/or revised information (the “Proxy Supplement”) as follows:

 

Our Board of Directors has decided to postpone the Extraordinary General Meeting until September 12, 2024 at 10:00 a.m. Eastern Time in order to provide additional time to solicit proxies to approve the proposals. The Extraordinary General Meeting will be held virtually using the following dial-in information:

 

	US Toll Free		[phone]
	Hong Kong Toll		[phone]
	Participant Passcode		2910077#

 

Except as set forth herein, all other information in the Proxy Statement remains unchanged. If you have previously-submitted a proxy or tendered your shares for redemption in accordance with the procedures set forth in the Proxy Statement and you do not wish to make any changes, you do not need to do anything further.

 

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

 

Whether or not you plan to participate in the virtual Extraordinary General Meeting , please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Extraordinary General Meeting no later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your ordinary shares online if you subsequently choose to participate in the Extraordinary General Meeting virtually. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Extraordinary General Meeting, you must obtain a proxy issued in your name from that record. Only shareholders of record at the close of business on the record date may vote at the Extraordinary General Meeting or any adjournment or postponement thereof.

 

This Proxy Supplement is Dated August 26, 2024

 

August 26, 2024	By Order of the Board of Directors
	/s/ Eric Ping Hang Wong
	Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

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