Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
August 26 2024 - 8:31AM
Edgar (US Regulatory)
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 ☒ |
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Filed
by a Party other than the Registrant ☐ |
Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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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): |
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No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11. |
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(1) |
Title
of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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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): |
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(4) |
Proposed
maximum aggregate value of transaction: |
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(5) |
Total
fee paid: |
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Fee
paid previously with preliminary materials. |
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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. |
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(1) |
Amount
Previously Paid: |
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(2) |
Form,
Schedule or Registration Statement No. |
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Filing
Party: |
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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:
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US Toll Free |
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+1 866 213 0992 |
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Hong Kong Toll |
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+852 2112 1888 |
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Participant Passcode |
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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 |
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/s/
Eric Ping Hang Wong |
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Chief
Executive Officer |
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