New Vista Acquisition Corp (NASDAQ: NVSA) (“New Vista” or the
“Company”) today announced that its previously announced
extraordinary general meeting (the “Shareholder Meeting”) for the
purpose of considering and voting on, among other proposals, a
proposal to amend New Vista’s Amended and Restated Memorandum and
Articles of Association (the “Charter”) to extend the date by which
New Vista must consummate an initial business combination from
February 19, 2023, to February 19, 2024 (the “Extension Proposal”
and such extension, the “Extension”), has been postponed from
Wednesday, February 10, 2023, at 10:00 a.m., New York City time, to
Wednesday, February 15, 2023, at 10:00 a.m., New York City Time
(the “Postponement”).
The Company also announced today that, if the Extension Proposal
is approved and the extension is implemented, its sponsor, New
Vista Acquisition Sponsor LLC, has agreed to make monthly deposits
directly to the Company’s trust account of $200,000 (each deposit,
a “Contribution”), up to a maximum amount of $2,400,000, in
exchange for a non-interest bearing, unsecured promissory note
issued by the Company to the Sponsor. If the Extension Proposal is
approved and the extension is implemented, the Contributions will
begin on March 1, 2023, and thereafter on the first day of each
month (or if such first day is not a business day, on the business
day immediately preceding such first day) until the earlier of (i)
the consummation of an initial business combination, and (ii)
February 19, 2024 (or any earlier date of termination, dissolution
or winding up of the Company as determined in the sole discretion
of the Company’s board of directors). The funds in the Company’s
trust account remain invested in U.S. government treasury bills
with a maturity of 185 days or less or in money market funds
investing solely in U.S. treasuries.
Additionally, the Sponsor has informed the Company that it
expects to convert its 6,684,500 Class B ordinary shares, par value
$0.0001 per share (“Class B Shares”), of the Company into Class A
ordinary shares, par value $0.0001 per share, of the Company
(“Class A Shares”) in accordance with the Charter prior to the
redemption of any Class A Shares held by the Company’s public
shareholders in connection with the Extension Proposal.
Notwithstanding such conversion, the Sponsor will not be entitled
to receive any monies held in the Trust Account as a result of its
ownership of any Class A Shares.
The record date for determining the New Vista shareholders
entitled to receive notice of and to vote at the Shareholder
Meeting remains the close of business on January 10, 2023 (the
“Record Date”). Shareholders as of the Record Date can vote, even
if they have subsequently sold their shares. Shareholders who have
previously submitted their proxies or otherwise voted and who do
not want to change their vote need not take any action.
Shareholders who have not yet done so are encouraged to vote as
soon as possible.
As a result of the Postponement, the previously disclosed
deadline of 5:00 p.m., New York City time, on February 8, 2023 (two
business days before the Shareholder Meeting, as originally
scheduled) for the Company’s public shareholders to submit a
written request to the Company’s transfer agent for redemption of
their public shares for cash, has been extended to 5:00 p.m., New
York City time, on February 13, 2023 (two business days before the
postponed Shareholder Meeting).
Shareholders who wish to withdraw their previously submitted
redemption request may do so prior to the postponed Shareholder
Meeting by requesting that the Company’s transfer agent return such
shares by 5:00 p.m., New York City time, on February 13, 2023. If
any such shareholders have questions or need assistance in
connection with the Shareholder Meeting, please contact the
Company’s proxy solicitor, Morrow Sodali LLC, by calling (800)
662-5200, or banks and brokers can call collect at (203) 658-9400,
or by emailing NVSA.info@investor.morrowsodali.com.
Forward-Looking Statements
This press release 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 other than statements of historical fact
included in this press release are forward-looking statements. When
used in this press release, words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend” and similar expressions, as they
relate to us or our management team, identify forward-looking
statements.
These forward-looking statements include, but are not limited
to, statements regarding the Sponsor’s intention to convert its
6,684,500 Class B Shares. Such forward-looking statements are based
on the beliefs of New Vista’s management, as well as assumptions
made by, and information currently available to, New Vista’s
management, and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual results could
differ materially from those contemplated by the forward-looking
statements. These forward-looking statements are subject to a
number of risks and uncertainties, including: the risk that the
approval of the shareholders of New Vista of the proposal for an
extension of time for New Vista to complete a business combination
from February 19, 2023, to February 19, 2024 is not obtained; New
Vista’s ability to enter into a definitive agreement; the risk that
the approval of the shareholders of New Vista for the potential
business combination is not obtained; the failure to obtain the
necessary financing for the potential business combination; the
amount of redemption requests made by New Vista’s shareholders and
the amount of funds remaining in New Vista’s trust account after
satisfaction of such requests; those factors discussed in New
Vista’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the Securities and Exchange
Commission (the “SEC”) on March 31, 2022 (the “Annual Report”)
under the heading “Risk Factors,” and other documents of New Vista
filed, or to be filed, with the SEC. If the risks materialize or
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that New Vista presently does not know or
that New Vista currently believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. New Vista undertakes no obligation to
update these statements for revisions or changes after the date of
this release, except as required by law.
Important Additional Information and Where to Find It
On January 12, 2023, New Vista filed a definitive proxy
statement (the “Shareholder Meeting Proxy Statement”) with the SEC
in connection with its solicitation of proxies for New Vista’s
extraordinary general meeting to now be held on Wednesday, February
15, 2023, commencing at 10:00 a.m., New York City time, at the
offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at
One Manhattan West, New York, NY 10001 (the “Shareholder Meeting
Proxy Statement”). On January 13, 2023, and February 7, 2023, New
Vista filed with the SEC amendments to the Shareholder Meeting
Proxy Statement. INVESTORS AND SECURITY HOLDERS OF NEW VISTA ARE
URGED TO READ THE SHAREHOLDER MEETING PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT NEW VISTA, THE EXTRAORDINARY GENERAL
MEETING AND RELATED MATTERS.
No Offer or Solicitation
This press release is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities or the solicitation of
any vote in any jurisdiction with respect to the potential business
combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20230208005610/en/
Investor Contact: Hank Neal hn@newvistacap.com
News Media Contact: press@newvistacap.com
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