Current Report Filing (8-k)
November 23 2021 - 5:02AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 22, 2021
New Vista Acquisition Corp
(Exact name of registrant as specified in its
charter)
Cayman Islands
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001-40070
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98-1574055
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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125 South Wacker Drive, Suite 300
Chicago, IL 60606
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60606
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(Address of principal executive offices)
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(Zip Code)
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(312) 855-2083
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
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NVSAU
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The Nasdaq Stock Market LLC
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Class A ordinary shares, par value $0.0001 per share
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NVSA
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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NVSAW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
Item 4.02 Non-Reliance on
Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
In connection with the preparation of the
financial statements as of September 30, 2021, the Company reevaluated the classification of the Class A ordinary shares. The
Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of
$10.00 per Class A ordinary share while also taking into consideration the requirement in the Company’s amended and restated
memorandum and articles of association that a redemption cannot result in the Company’s net tangible assets being less than
$5,000,001. Upon further evaluation, the Company determined that the Class A ordinary shares issued during the initial public
offering and pursuant to the exercise of the underwriters’ overallotment include certain redemption features not solely within
the Company’s control that, under Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing
Liabilities from Equity, require such shares to be classified as temporary equity, regardless of the minimum net tangible assets
required to complete the Company’s initial business combination.
Therefore, on November 19, 2021, after consultation
with Marcum LLP, the Company’s independent registered public accounting firm (the “Independent Accountants”), the Company’s
management and audit committee of the board of directors (the “Audit Committee”) concluded that the Company’s previously
issued financial statements on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 19, 2021 and
on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (collectively, the “Relevant Periods”) should
be restated to report all Class A ordinary shares subject to possible redemption as temporary equity. Considering such restatement, financial
statements included in the quarterly reports for the Relevant Periods, as well as the relevant portions of any communications that describe
or are based on such financial statements, should no longer be relied upon. The Company will file a Form 10-Q for the period ended September
30, 2021, which also will include the restated financial statements for the Relevant Periods.
The Company’s management and the Audit Committee
have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Independent Accountants.
IMPORTANT LEGAL INFORMATION
Cautionary Statement Regarding Forward-Looking Statements
This report may include “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, including those relating to the filing of the Form 10-Q for the period ended September 30, 2021, other than statements
of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the
Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified
in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s final prospectus filed with the SEC on February
19, 2021 and Form 10-Q for the quarter ended June 30, 2021. Copies of such filings are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
SIGNATURE
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.
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New Vista Acquisition Corp
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Date: November 22, 2021
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By:
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/s/ Dennis A. Muilenburg
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Name:
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Dennis A. Muilenburg
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Title:
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Chief Executive Officer
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2
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