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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): August 3, 2023
Nova
Vision Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
British
Virgin Islands |
|
001-40713 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2
Havelock Road, #07-12
Singapore,
059763 |
|
098368 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +65 87183000
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
Shares |
|
NOVV |
|
NASDAQ
Capital Market |
Warrants |
|
NOVVW |
|
NASDAQ
Capital Market |
Rights |
|
NOVVW |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
1.01 Entry into a Material Definitive Agreement
As
approved by its shareholders at the Annual Meeting of Shareholders on August 3, 2023 (the “Meeting”), Nova Vision Acquisition
Corp. (the “Company” or “Nova”) entered into an amendment (the “Trust Amendment”) to the investment
management trust agreement, dated August 5, 2021, as amended, with American Stock Transfer & Trust Company (now known as Equiniti
Trust Company, LLC) on August 3, 2023. Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business
combination twelve (12) times for an additional one (1) month each time from August 10, 2023, to August 10, 2024, by depositing $0.045
for each issued and outstanding Company ordinary share issued in the IPO that has not redeemed (the “Public Share”) for each
one-month extension.
On
August 3, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $69,763.37 (the “Note”)
to Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor
depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business
combination. The Note does not bear interest and matures upon the closing of a business combination by the Company. In addition, the
Note may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering
at a price of $10.00 per unit.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by its shareholders at the Meeting on August 3, 2023, the Company filed an amended and restated memorandum and articles of association
on August 4, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete
a business combination up to twelve (12) times for an additional one (1) month each time from August 10, 2023, to August 10, 2024, by
depositing $0.045 for each issued and outstanding Public Share for each one-month extension.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
August 3, 2023, the Company held the Meeting. On July 6, 2023, the record date for the Meeting, there were 3,571,612 ordinary shares
of Nova entitled to be voted at the Meeting, 83.03% of which were represented in person or by proxy.
The
final results for each of the matters submitted to a vote of Company shareholders at the Meeting are as follows:
1.
Charter Amendment
Shareholders
approved the proposal to amend the Company’s amended and restated memorandum and articles of association, giving the Company the
right to extend the date by which it has to complete a business combination twelve (12) times for an additional one (1) month each time
from August 10, 2023, to August 10, 2024. Approval of the Charter Amendment required the majority of the votes of the shares which were
present in person or by proxy and entitled to vote thereon at the Meeting. The voting results were as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
2,956,286 | |
9,197 | |
0 | |
0 |
2.
Trust Amendment
Shareholders
approved the proposal to amend the Company’s investment management trust agreement, dated August 5, 2021, as amended, by and between
the Company and American Stock Transfer & Trust Company (now known as Equiniti Trust Company, LLC) to allow the Company to extend
the time it has to complete a business combination twelve (12) times for an additional one (1) month each time from August 10, 2023,
to August 10, 2024 by depositing into the trust account $0.045 for each Public Share that has not been redeemed for each one-month extension.
Adoption of the amendment required approval by the affirmative vote of holders of at least 50% of the outstanding shares present is required
to approve the Trust Amendment. The voting results were as follows:
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
2,956,286 | |
9,197 | |
0 | |
0 |
3.
Election of Directors
Shareholders
elected all of the five nominees for directors to serve until the next annual meeting of shareholders. The voting results were as follows:
| |
FOR | |
WITHHELD | |
BROKER NON-VOTE |
Eric Ping Hang Wong | |
2,965,483 | |
0 | |
0 |
Wing-Ho Ngan | |
2,965,483 | |
0 | |
0 |
Tin Lun Brian Cheng | |
2,965,483 | |
0 | |
0 |
Philip Richard Herbert | |
2,965,483 | |
0 | |
0 |
Chun Fung Horace Ma | |
2,956,286 | |
9,197 | |
0 |
Item
8.01. Other Events.
In
connection with the shareholders vote at the Meeting, 253,315 ordinary shares were tendered for redemption. On August 4, 2023, the Company
made a deposit to the trust account as provided above and extended the amount of time it has available to complete a business combination
from August 10, 2023, to September 10, 2023. Following such redemptions and the deposit of the extension payment described above, the
amount of funds remaining in the trust account is approximately $17 million.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
SIGNATURES
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.
|
|
Nova
Vision Acquisition Corp. |
|
|
|
Dated:
August 4, 2023 |
|
/s/
Eric Ping Hang Wong |
|
|
Eric
Ping Hang Wong |
|
|
Chief
Executive Officer and Chief Financial Officer |
Exhibit
3.1
Territory
of the British Virgin Islands
The
BVI Business Companies Act, 2004
|
|
|
THIRD AMENDED AND RESTATED
memorandum
and articles of association
OF
Nova Vision Acquisition Corp.
Incorporated
as a BVI Business Company on 18th of March, 2021
Amended
and Restated on 4 August 2023
|
|
|
TERRITORY
OF THE BRITISH VIRGIN ISLANDS
THE
BVI BUSINESS COMPANIES ACT 2004
THIRD
AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
Nova
Vision Acquisition Corp.
A
COMPANY LIMITED BY SHARES
(amended
and restated on 4 August 2023)
The
name of the Company is Nova Vision Acquisition Corp..
The
Company shall be a company limited by shares.
3 | REGISTERED
OFFICE AND REGISTERED AGENT |
3.1 | The
first registered office of the Company is at Ritter House, Wickhams Cay II, PO Box 3170,
Road Town, Tortola VG1110, British Virgin Islands, the office of the first registered agent. |
| |
3.2 | The
first registered agent of the Company is Ogier Global (BVI) Limited of Ritter House, Wickhams
Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. |
| |
3.3 | The
Company may change its registered office or registered agent by a Resolution of Directors
or a Resolution of Members. The change shall take effect upon the Registrar registering a
notice of change filed under section 92 of the Act. |
4.1 | The
Company has, subject to the Act and any other British Virgin Islands legislation for the
time being in force, irrespective of corporate benefit: |
| (a) | full
capacity to carry on or undertake any business or activity, do any act or enter into any
transaction; and |
| | |
| (b) | for
the purposes of paragraph (a), full rights, powers and privileges. |
4.2 | There
are subject to Clause 4.1 and Regulation 23, no limitations on the business that the Company
may carry on. |
5 | NUMBER
AND CLASSES OF SHARES |
5.1 | The
Company is authorised to issue 500,000,000 Shares of USD0.0001 each of a single class. |
| |
5.2 | The
Company may at the discretion of the Board of Directors, but shall not otherwise be obliged
to, issue fractional Shares or round up or down fractional holdings of Shares to its nearest
whole number and a fractional Share (if authorised by the Board of Directors) may have the
corresponding fractional rights, obligations and liabilities of a whole share of the same
class or series of shares. |
6 | DESIGNATIONS
POWERS PREFERENCES OF SHARES |
6.1 | Each
Share in the Company confers upon the Member (unless waived by such Member): |
| (a) | subject
to Clause 11, the right to one vote at a meeting of the Members of the Company or on any
Resolution of Members; |
| (b) | the
right to be redeemed on an Automatic Redemption Event in accordance with Regulation 23.2
or pursuant to either a Tender Redemption Offer or Redemption Offer in accordance with Regulation
23.5 or pursuant to an Amendment Redemption Event in accordance with Regulation 23.11; |
| (c) | the
right to an equal share with each other Share in any dividend paid by the Company; and |
| (d) | subject
to satisfaction of and compliance with Regulation 23, the right to an equal share with each
other Share in the distribution of the surplus assets of the Company on its liquidation provided
that in the event that the Company enters liquidation prior to or without having consummated
a Business Combination then, in such circumstances, in the event any surplus assets (Residual
Assets) of the Company remain following the Company having complied with its applicable obligations
to redeem Public Shares and distribute the funds held in the Trust Account in respect of
such redemptions pursuant to Regulation 23, the Public Shares shall not have any right to
receive any share of those Residual Assets which are held outside the Trust Account and such
Residual Assets shall be distributed (on a pro rata basis) only in respect of those Shares
that are not Public Shares. |
6.2 | The
Directors may at their discretion by Resolution of Directors redeem, purchase or otherwise
acquire all or any of the Shares in the Company subject to Regulation 6 and Regulation 23
of the Articles. |
6.3 | The
Directors have the authority and the power by Resolution of Directors: |
| (a) | to
authorise and create additional classes of shares; and |
| (b) | to
fix the designations, powers, preferences, rights, qualifications, limitations and restrictions,
if any, appertaining to any and all classes of shares that may be authorised to be issued
under this Memorandum. |
7.1 | The
rights attached to the Shares as specified in Clause 6.1 may only, whether or not the Company
is being wound up, be varied with the consent in writing of at least fifty percent (50%)
of the issued Shares of that class, or by a resolution passed at a meeting by, the holders
of more than fifty percent (50%) of the Shares present at a duly convened and constituted
meeting of the Members of the Company holding Shares which were present at the meeting and
voted, or unless otherwise provided by the terms of issue of such class. |
8 | RIGHTS
NOT VARIED BY THE ISSUE OF SHARES PARI PASSU |
The
rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking
pari passu therewith.
9.1 | The
Company shall issue registered shares only. |
| |
9.2 | The
Company is not authorised to issue bearer shares, convert registered shares to bearer shares
or exchange registered shares for bearer shares. |
A
Share may be transferred in accordance with Regulation 4 of the Articles.
11 | AMENDMENT
OF MEMORANDUM AND ARTICLES |
11.1 | The
Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution
of Directors, save that no amendment may be made by a Resolution of Directors: |
| (a) | to
restrict the rights or powers of the Members to amend the Memorandum or Articles; |
| | |
| (b) | to
change the percentage of Members required to pass a Resolution of Members to amend the Memorandum
or Articles; |
| | |
| (c) | in
circumstances where the Memorandum or Articles cannot be amended by the Members; or |
| | |
| (d) | to
change Clauses 7 or 8, this Clause 11 or Regulation 23 (or any of the defined terms used
in any such Clause or Regulation). |
11.2 | Notwithstanding
Clause 11.1, no amendment may be made to the Memorandum or Articles to amend: |
| (a) | Regulation
23 prior to the Business Combination unless the holders of the Public Shares are provided
with the opportunity to redeem their Public Shares upon the approval of any such amendment
in the manner and for the price as set out in Regulation 23.11; or |
| (b) | this
Clause 11.2 during the Target Business Acquisition Period. |
12 | DEFINITIONS
AND INTERPRETATION |
12.1 | In
this Memorandum of Association and the attached Articles of Association, if not inconsistent
with the subject or context: |
| (a) | Act
means the BVI Business Companies Act, 2004 (as amended) and includes the regulations
made under the Act; |
| | |
| (b) | AGM
means an annual general meeting of the Members; |
| | |
| (c) | Amendment
has the meaning ascribed to it in Regulation 23.11; |
| | |
| (d) | Amendment
Redemption Event has the meaning ascribed to it in Regulation 23.11; |
| | |
| (e) | Approved
Amendment has the meaning ascribed to it in Regulation 23.11; |
| | |
| (f) | Articles
means the attached Articles of Association of the Company; |
| | |
| (g) | Automatic
Redemption Event shall have the meaning given to it in Regulation 23.2; |
| | |
| (h) | Board
of Directors means the board of directors of the Company; |
| | |
| (i) | Business
Combination shall mean the initial acquisition by the Company, whether through a merger,
share exchange, share reconstruction or amalgamation, asset or share acquisition, a contractual
arrangement or other similar business combination transaction, with a Target Business at
Fair Value; |
| | |
| (j) | Business
Combination Articles means Regulation 23 relating to the Company’s obligations
regarding the consummation of a Business Combination; |
| | |
| (k) | Business
Days means a day other than a Saturday or Sunday or any other day on which commercial
banks in New York are required or are authorised to be closed for business; |
| | |
| (l) | Chairman
means a person who is appointed as chairman to preside at a meeting of the Company and
Chairman of the Board means a person who is appointed as chairman to preside at a
meeting of the Board of Directors of the Company, in each case, in accordance with the Articles; |
| (m) | Designated
Stock Exchange means the Over-the-Counter Bulletin Board, the Global Select Market, Global
Market or the Capital Market of the NASDAQ Stock Market LLC, the NYSE American or the New
York Stock Exchange, as applicable; provided, however, that until the Shares are listed on
any such Designated Stock Exchange, the rules of such Designated Stock Exchange shall be
inapplicable to the Company and this Memorandum or the Articles; |
| (n) | Director
means any director of the Company, from time to time; |
| (o) | Distribution
in relation to a distribution by the Company means the direct or indirect transfer of
an asset, other than Shares, to or for the benefit of a Member in relation to Shares held
by a Member, and whether by means of a purchase of an asset, the redemption or other acquisition
of Shares, a distribution of indebtedness or otherwise, and includes a dividend; |
| (p) | Eligible
Person means individuals, corporations, trusts, the estates of deceased individuals,
partnerships and unincorporated associations of persons; |
| (q) | Enterprise
means the Company and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company (or any of its
wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which an Indemnitee is or was serving
at the request of the Company as a Director, Officer, trustee, general partner, managing
member, fiduciary, employee or agent; |
| (r) | Exchange
Act means the United States Securities Exchange Act of 1934, as amended; |
| (s) | Expenses
shall include all direct and indirect costs, fees and expenses of any type or nature
whatsoever, including, without limitation, all legal fees and costs, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, fax transmission charges, secretarial services and all other
disbursements, obligations or expenses, in each case reasonably incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding,
including reasonable compensation for time spent by the Indemnitee for which he or she is
not otherwise compensated by the Company or any third party. Expenses shall also include
any or all of the foregoing expenses incurred in connection with all judgments, liabilities,
fines, penalties and amounts paid in settlement (including all interest, assessments and
other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually and reasonably incurred (whether
by an Indemnitee, or on his behalf) in connection with such Proceeding or any claim, issue
or matter therein, or any appeal resulting from any Proceeding, including without limitation
the principal, premium, security for, and other costs relating to any cost bond, supersedeas
bond, or other appeal bond or its equivalent, but shall not include amounts paid in settlement
by an Indemnitee or the amount of judgments or fines against an Indemnitee; |
| (t) | Fair
Value shall mean a value at least equal to 80% of the balance in the Trust Account (excluding
any deferred underwriting fees and any taxes payable on the Trust Account balance) at the
time of the execution of a definitive agreement for a Business Combination; |
| (u) | FINRA
means the Financial Industry Regulatory Authority of the United States; |
| (v) | Indemnitee
means any person detailed in sub regulations (a) and (b) of Regulation 15; |
| (w) | Initial
Shareholders means the Sponsor and any Members who hold Shares prior to the IPO; |
| (x) | IPO
means the initial public offering of units, consisting of shares and warrants of the
Company and rights to receive shares of the Company; |
| (y) | Member
means an Eligible Person whose name is entered in the share register of the Company as
the holder of one or more Shares or fractional Shares; |
| (z) | Memorandum
means this Memorandum of Association of the Company; |
| (aa) | Officer
means any officer of the Company, from time to time; |
| (bb) | Per-Share
Redemption Price means: |
| (i) | with
respect to an Automatic Redemption Event, the aggregate amount on deposit in the Trust Account
including interest earned, but net of taxes payable and less up to US$50,000 of any interest
earned to pay liquidation expenses divided by the number of then outstanding Public Shares; |
| (ii) | with
respect to an Amendment Redemption Event, the aggregate amount on deposit in the Trust Account,
including interest earned but net of taxes payable, divided by the number of then outstanding
Public Shares; and |
| (iii) | with
respect to either a Tender Redemption Offer or a Redemption Offer, the aggregate amount then
on deposit in the Trust Account, including interest earned but net of taxes payable, on the
date that is two Business Days prior to the consummation of the Business Combination, divided
by the number of then outstanding Public Shares; |
| (cc) | Proceeding
means any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other
actual, threatened or completed proceeding, whether brought in the name of the Company or
otherwise and whether of a civil (including intentional or unintentional tort claims), criminal,
administrative or investigative nature, in which an Indemnitee was, is, will or might be
involved as a party or otherwise by reason of the fact that such Indemnitee is or was a Director
or Officer of the Company, by reason of any action (or failure to act) taken by him or of
any action (or failure to act) on his part while acting as a Director, Officer, employee
or adviser of the Company, or by reason of the fact that he is or was serving at the request
of the Company as a Director, Officer, trustee, general partner, managing member, fiduciary,
employee, adviser or agent of any other Enterprise, in each case whether or not serving in
such capacity at the time any liability or expense is incurred for which indemnification,
reimbursement, or advancement of expenses can be provided under these Articles; |
| (dd) | Public
Shares means the Shares included in the units issued in the IPO; |
| (ee) | Redemption
Offer has the meaning ascribed to it in Regulation 23.5(b); |
| (ff) | Registration
Statement has the meaning ascribed to it in Regulation 23.10; |
| (gg) | relevant
system means a relevant system for the holding and transfer of shares in uncertificated
form; |
| (hh) | Resolution
of Directors means either: |
| (i) | a
resolution approved at a duly convened and constituted meeting of Directors of the Company
or of a committee of Directors of the Company by the affirmative vote of a majority of the
Directors present at the meeting who voted except that where a Director is given more than
one vote, he shall be counted by the number of votes he casts for the purpose of establishing
a majority; or |
| (ii) | a
resolution consented to in writing by all Directors or by all members of a committee of Directors
of the Company, as the case may be; |
| (ii) | Resolution
of Members means a resolution approved at a duly convened and constituted meeting of
the Members of the Company by the affirmative vote of a majority of the votes of the Shares
entitled to vote thereon which were present at the meeting and were voted; |
| (jj) | Seal
means any seal which has been duly adopted as the common seal of the Company; |
| (kk) | SEC
means the United States Securities and Exchange Commission; |
| (ll) | Securities
means Shares, other securities and debt obligations of every kind of the Company, and
including without limitation options, warrants, rights to receive Shares or other securities
or debt obligations; |
| (mm) | Securities
Act means the United States Securities Act of 1933, as amended; |
| (nn) | Share
means a share issued or to be issued by the Company and Shares shall be construed
accordingly; |
| (oo) | Sponsor
means Nova Pulsar Holdings Limited; |
| (pp) | Target
Business means any businesses or entity with whom the Company wishes to undertake a Business
Combination; |
| (qq) | Target
Business Acquisition Period shall mean the period commencing from the effectiveness of
the registration statement filed with the SEC in connection with the Company’s IPO
up to and including the first to occur of (i) a Business Combination; or (ii) the Termination
Date. |
| (rr) | Tender
Redemption Offer has the meaning ascribed to it in Regulation 23.5(a); |
| (ss) | Termination
Date has the meaning given to it in Regulation 23.2; |
| (tt) | Treasury
Share means a Share that was previously issued but was repurchased, redeemed or otherwise
acquired by the Company and not cancelled; |
| (uu) | Trust
Account shall mean the trust account established by the Company prior to the IPO and
into which a certain amount of the IPO proceeds and the proceeds from a simultaneous private
placement of like units comprising like securities to those in included in the IPO by the
Company are deposited, interest on the balance of which may be released to the Company from
to time to time to pay the Company’s income or other tax obligations, and up to US$50,000
of such interest on the balance of the Trust Account may also be released to pay the liquidation
expenses of the Company if applicable; and |
| (vv) | written
or any term of like import includes information generated, sent, received or stored by
electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic
means, including electronic data interchange, electronic mail, telegram, telex or telecopy,
and “in writing” shall be construed accordingly. |
12.2 | In
the Memorandum and the Articles, unless the context otherwise requires a reference to: |
| (a) | a
Regulation is a reference to a regulation of the Articles; |
| (b) | a
Clause is a reference to a clause of the Memorandum; |
| (c) | voting
by Member is a reference to the casting of the votes attached to the Shares held by the Member
voting; |
| (d) | the
Act, the Memorandum or the Articles is a reference to the Act or those documents as amended;
and |
| (e) | the
singular includes the plural and vice versa. |
12.3 | Any
words or expressions defined in the Act unless the context otherwise requires bear the same
meaning in the Memorandum and Articles unless otherwise defined herein. |
12.4 | Headings
are inserted for convenience only and shall be disregarded in interpreting the Memorandum
and Articles. |
We,
Ogier Global (BVI) Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands, for the
purpose of incorporating a BVI business company under the laws of the British Virgin Islands hereby sign this Memorandum of Association
Dated:
18 March 2021.
Incorporator
Signed
for and on behalf of Ogier Global (BVI) Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin
Islands
Toshra
Glasgow
Print
Name
TERRITORY
OF THE BRITISH VIRGIN ISLANDS
THE
BVI BUSINESS COMPANIES ACT 2004
THIRD
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
Nova
Vision Acquisition Corp.
A
COMPANY LIMITED BY SHARES
(amended
and restated on 4 August 2023)
1.1 | Every
Member is entitled to a certificate signed by a Director of the Company or under the Seal
specifying the number of Shares held by him and the signature of the Director and the Seal
may be facsimiles. |
1.2 | Any
Member receiving a certificate shall indemnify and hold the Company and its Directors and
officers harmless from any loss or liability which it or they may incur by reason of any
wrongful or fraudulent use or representation made by any person by virtue of the possession
thereof. If a certificate for Shares is worn out or lost it may be renewed on production
of the worn out certificate or on satisfactory proof of its loss together with such indemnity
as may be required by a Resolution of Directors. |
1.3 | If
several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible
Persons may give an effectual receipt for any Distribution. |
1.4 | Nothing
in these Articles shall require title to any Shares or other Securities to be evidenced by
a certificate if the Act and the rules of the Designated Stock Exchange permit otherwise. |
1.5 | Subject
to the Act and the rules of the Designated Stock Exchange, the Board of Directors without
further consultation with the holders of any Shares or Securities may resolve that any class
or series of Shares or other Securities in issue or to be issued from time to time may be
issued, registered or converted to uncertificated form and the practices instituted by the
operator of the relevant system. No provision of these Articles will apply to any uncertificated
shares or Securities to the extent that they are inconsistent with the holding of such shares
or securities in uncertificated form or the transfer of title to any such shares or securities
by means of a relevant system. |
1.6 | Conversion
of Shares held in certificated form into Shares held in uncertificated form, and vice versa,
may be made in such manner as the Board of Directors, in its absolute discretion, may think
fit (subject always to the requirements of the relevant system concerned). The Company or
any duly authorised transfer agent shall enter on the register of members how many Shares
are held by each member in uncertificated form and certificated form and shall maintain the
register of members in each case as is required by the relevant system concerned. Notwithstanding
any provision of these Articles, a class or series of Shares shall not be treated as two
classes by virtue only of that class or series comprising both certificated shares and uncertificated
shares or as a result of any provision of these Articles which applies only in respect of
certificated shares or uncertificated shares. |
1.7 | Nothing
contained in Regulation 1.5 and 1.6 is meant to prohibit the Shares from being able to trade
electronically. For the avoidance of doubt, Shares shall only be traded and transferred electronically
upon consummation of the IPO. |
2.1 | Subject
to the provisions of these Articles and, where applicable, the rules of the Designated Stock
Exchange, the unissued Shares of the Company shall be at the disposal of the Directors and
Shares and other Securities may be issued and option to acquire Shares or other Securities
may be granted at such times, to such Eligible Persons, for such consideration and on such
terms as the Directors may by Resolution of Directors determine. |
2.2 | Without
prejudice to any special rights previously conferred on the holders of any existing Shares,
the Directors may be issued Shares with such preferred, deferred or other special rights
or such restrictions, whether in regard to dividend, voting or otherwise as the Directors
may from time to time determine subject to Regulation 23.7. |
2.3 | Section
46 of the Act does not apply to the Company. |
2.4 | A
Share may be issued for consideration in any form, including money, a promissory note, real
property, personal property (including goodwill and know-how) or a contract for future services. |
2.5 | No
Shares may be issued for a consideration other than money, unless a Resolution of Directors
has been passed stating: |
| (a) | the
amount to be credited for the issue of the Shares; and |
| (b) | that,
in their opinion, the present cash value of the non-money consideration for the issue is
not less than the amount to be credited for the issue of the Shares. |
2.6 | The
Company shall keep a register (the share register) containing: |
| (a) | the
names and addresses of the persons who hold Shares; |
| (b) | the
number of each class and series of Shares held by each Member; |
| (c) | the
date on which the name of each Member was entered in the share register; and |
| (d) | the
date on which any Eligible Person ceased to be a Member. |
2.7 | The
share register may be in any such form as the Directors may approve, but if it is in magnetic,
electronic or other data storage form, the Company must be able to produce legible evidence
of its contents. Until the Directors otherwise determine, the magnetic, electronic or other
data storage form shall be the original share register. |
2.8 | A
Share is deemed to be issued when the name of the Member is entered in the share register. |
2.9 | Subject
to the provisions of the Act and the Business Combination Articles, Shares may be issued
on the terms that they are redeemable, or at the option of the Company be liable to be redeemed
on such terms and in such manner as the Directors before or at the time of the issue of such
Shares may determine. The Directors may issue options, warrants, rights or convertible securities
or securities or a similar nature conferring the right upon the holders thereof to subscribe
for, purchase or receive any class of Shares or Securities on such terms as the Directors
may from time to time determine. Notwithstanding the foregoing, the Directors may also issue
options, warrants, rights to acquire or receive shares or convertible securities in connection
with the Company’s IPO. |
3.1 | Shares
that are not fully paid on issue, or are issued with the terms that they are subject to forfeiture
as the Directors determine upon allotment, are subject to the forfeiture provisions set forth
in this Regulation and for this purpose Shares issued for a promissory note or a contract
for future services are deemed to be not fully paid. |
3.2 | A
written notice of call specifying the date for payment to be made shall be served on the
Member who defaults in making payment in respect of the Shares. |
3.3 | The
written notice of call referred to in Regulation 3.2 shall name a further date not earlier
than the expiration of 14 days from the date of service of the notice on or before which
the payment required by the notice is to be made and shall contain a statement that in the
event of non-payment at or before the time named in the notice the Shares, or any of them,
in respect of which payment is not made will be liable to be forfeited. |
3.4 | Where
a written notice of call has been issued pursuant to Regulation 3.2 and the requirements
of the notice have not been complied with, the Directors may, at any time before tender of
payment, forfeit and cancel the Shares to which the notice relates. |
3.5 | The
Company is under no obligation to refund any moneys to the Member whose Shares have been
cancelled pursuant to Regulation 3.4 and that Member shall be discharged from any further
obligation to the Company. |
4.1 | Subject
to the Memorandum, certificated shares may be transferred by a written instrument of transfer
signed by the transferor and containing the name and address of the transferee, which shall
be sent to the Company for registration. A member shall be entitled to transfer uncertificated
shares by means of a relevant system and the operator of the relevant system shall act as
agent of the Members for the purposes of the transfer of such uncertificated shares. |
4.2 | The
transfer of a Share is effective when the name of the transferee is entered on the share
register. |
4.3 | If
the Directors of the Company are satisfied that an instrument of transfer relating to Shares
has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution
of Directors: |
| (a) | to
accept such evidence of the transfer of Shares as they consider appropriate; and |
| (b) | that
the transferee’s name should be entered in the share register notwithstanding the absence
of the instrument of transfer. |
4.4 | Subject
to the Memorandum, the personal representative of a deceased Member may transfer a Share
even though the personal representative is not a Member at the time of the transfer. |
5.1 | Subject
to the Business Combination Articles, the Directors of the Company may, by Resolution of
Directors, authorise a distribution at a time and of an amount they think fit if they are
satisfied, on reasonable grounds, that, immediately after the distribution, the value of
the Company’s assets will exceed its liabilities and the Company will be able to pay
its debts as and when they fall due. |
5.2 | Dividends
may be paid in money, shares, or other property. |
5.3 | The
Company may, by Resolution of Directors, from time to time pay to the Members such interim
dividends as appear to the Directors to be justified by the profits of the Company, provided
always that they are satisfied, on reasonable grounds, that, immediately after the distribution,
the value of the Company’s assets will exceed its liabilities and the Company will
be able to pay its debts as and when they fall due. |
5.4 | Notice
in writing of any dividend that may have been declared shall be given to each Member in accordance
with Regulation 21 and all dividends unclaimed for three years after such notice has been
given to a Member may be forfeited by Resolution of Directors for the benefit of the Company. |
5.5 | No
dividend shall bear interest as against the Company. |
6 | REDEMPTION
OF SHARES AND TREASURY SHARES |
6.1 | The
Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company
may not purchase, redeem or otherwise acquire its own Shares without the consent of the Member
whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted
or required by the Act or any other provision in the Memorandum or Articles to purchase,
redeem or otherwise acquire the Shares without such consent. |
6.2 | The
purchase, redemption or other acquisition by the Company of its own Shares is deemed not
to be a distribution where: |
| (a) | the
Company purchases, redeems or otherwise acquires the Shares pursuant to a right of a Member
to have his Shares redeemed or to have his shares exchanged for money or other property of
the Company, or |
| (b) | the
Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of
section 179 of the Act. |
6.3 | Sections
60, 61 and 62 of the Act shall not apply to the Company. |
6.4 | Subject
to the provisions of Regulation 23, shares that the Company purchases, redeems or otherwise
acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to
the extent that such Shares are in excess of 50 percent of the issued Shares in which case
they shall be cancelled but they shall be available for reissue. |
6.5 | All
rights and obligations attaching to a Treasury Share are suspended and shall not be exercised
by the Company while it holds the Share as a Treasury Share. |
6.6 | Treasury
Shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent
with the Memorandum and Articles) as the Company may by Resolution of Directors determine. |
6.7 | Where
Shares are held by another body corporate of which the Company holds, directly or indirectly,
shares having more than 50 per cent of the votes in the election of Directors of the other
body corporate, all rights and obligations attaching to the Shares held by the other body
corporate are suspended and shall not be exercised by the other body corporate. |
6.8 | The
Company shall be entitled to sell (at a price which the Company shall use its reasonable
endeavours to ensure is the best obtainable) the Shares of a Member or the Shares to which
a person is entitled by virtue of transmission on death or insolvency or otherwise by operation
of law if and provided that: |
| (a) | all
checks, not being less than three (3) in total number, for any sums payable in cash to the
holder of such shares have remained uncashed for a period of twelve (12) years; |
| (b) | the
Company shall following the expiry of such period of twelve (12) years have inserted advertisements
in a national newspaper and in a newspaper circulating in the area in which the last known
address of the Member or the address at which service of notices may be effected under these
Articles is located giving notice of its intention to sell the said shares; and |
| (c) | during
the period of three (3) months following the publication of such advertisements (or, if published
on different dates, the last thereof) the Company shall have received indication neither
of the whereabouts nor of the existence of such Member or person. |
The
net proceeds of any such sale shall belong to the Company and when the Company receive these net proceeds, the Company shall become indebted
to the former shareholder for an amount equal to such net proceeds. For the avoidance of doubt, the foregoing provisions of this Article
are subject to any restrictions applicable under any regulations relating to the holding and/or transferring of securities in any paperless
system as may be introduced from time to time in respect of the shares of the Company or any class thereof.
7 | MORTGAGES
AND CHARGES OF SHARES |
7.1 | Unless
a Member agrees otherwise, a Member may by an instrument in writing mortgage or charge his
Shares. |
7.2 | There
shall be entered in the share register at the written request of the Member: |
| (a) | a
statement that the Shares held by him are mortgaged or charged; |
| (b) | the
name of the mortgagee or chargee; and |
| (c) | the
date on which the particulars specified in subparagraphs (a) and (b) are entered in the share
register. |
7.3 | Where
particulars of a mortgage or charge are entered in the share register, such particulars may
be cancelled: |
| (a) | with
the written consent of the named mortgagee or chargee or anyone authorised to act on his
behalf; or |
| (b) | upon
evidence satisfactory to the Directors of the discharge of the liability secured by the mortgage
or charge and the issue of such indemnities as the Directors shall consider necessary or
desirable. |
7.4 | Whilst
particulars of a mortgage or charge over Shares are entered in the share register pursuant
to this Regulation: |
| (a) | no
transfer of any Share the subject of those particulars shall be effected; |
| (b) | the
Company may not purchase, redeem or otherwise acquire any such Share; and |
| (c) | no
replacement certificate shall be issued in respect of such Shares, |
without
the written consent of the named mortgagee or chargee.
8 | MEETINGS
AND CONSENTS OF MEMBERS |
8.1 | Any
Director of the Company may convene meetings of the Members at such times and in such manner
and places within or outside the British Virgin Islands as the Director considers necessary
or desirable. Following consummation of the Business Combination, an AGM shall be held annually
at such date and time as may be determined by the Directors. |
8.2 | Upon
the written request of the Members entitled to exercise 30 percent or more of the voting
rights in respect of the matter for which the meeting is requested the Directors shall convene
a meeting of Members. |
8.3 | The
Director convening a meeting of Members shall give not less than 10 nor more than 60 days’
written notice of such meeting to: |
| (a) | those
Members whose names on the date the notice is given appear as Members in the share register
of the Company and are entitled to vote at the meeting; and |
8.4 | The
Director convening a meeting of Members shall fix in the notice of the meeting the record
date for determining those Members that are entitled to vote at the meeting. The notice of
meeting shall state the place, date and hour of the meeting and indicate that it is being
issued by or at the direction of the person calling the meeting. |
8.5 | A
meeting of Members held in contravention of the requirement to give notice is valid if Members
holding at least 90 per cent of the total voting rights on all the matters to be considered
at the meeting have waived notice of the meeting and, for this purpose, the presence of a
Member at the meeting shall constitute waiver in relation to all the Shares which that Member
holds. |
8.6 | The
inadvertent failure of a Director who convenes a meeting to give notice of a meeting to a
Member or another Director, or the fact that a Member or another Director has not received
notice, does not invalidate the meeting. |
8.7 | A
Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf
of the Member. |
8.8 | The
instrument appointing a proxy shall be produced at the place designated for the meeting before
the time for holding the meeting at which the person named in such instrument proposes to
vote. |
8.9 | The
instrument appointing a proxy shall be in substantially the following form or such other
form as the chairman of the meeting shall accept as properly evidencing the wishes of the
Member appointing the proxy. |
Nova
Vision Acquisition Corp.
I/We
being a Member of the above Company HEREBY APPOINT ……………………………………………………………………………..……
of ……………………………………...……….…………..…………
or failing him …..………………………………………………….……………………..
of ………………………………………………………..…..……
to be my/our proxy to vote for me/us at the meeting of Members to be held on the …… day of …………..…………,
20…… and at any adjournment thereof.
(Any
restrictions on voting to be inserted here.)
Signed
this …… day of …………..…………, 20……
……………………………
Member
8.10 | The
following applies where Shares are jointly owned: |
| (a) | if
two or more persons hold Shares jointly each of them may be present in person or by proxy
at a meeting of Members and may speak as a Member; |
| (b) | if
only one of the joint owners is present in person or by proxy he may vote on behalf of all
joint owners; and |
| (c) | if
two or more of the joint owners are present in person or by proxy they must vote as one and
in the event of disagreement between any of the joint owners of Shares then the vote of the
joint owner whose name appears first (or earliest) in the share register in respect of the
relevant Shares shall be recorded as the vote attributable to the Shares. |
8.11 | A
Member shall be deemed to be present at a meeting of Members if he participates by telephone
or other electronic means and all Members participating in the meeting are able to hear each
other. |
8.12 | A
meeting of Members is duly constituted if, at the commencement of the meeting, there are
present in person or by proxy not less than 50 per cent of the votes of the Shares entitled
to vote on Resolutions of Members to be considered at the meeting. If the Company has two
or more classes of shares, a meeting may be quorate for some purposes and not for others.
A quorum may comprise a single Member or proxy and then such person may pass a Resolution
of Members and a certificate signed by such person accompanied where such person holds a
proxy by a copy of the proxy instrument shall constitute a valid Resolution of Members. |
8.13 | If
within two hours from the time appointed for the meeting of Members, a quorum is not present,
the meeting, at the discretion of the Chairman of the Board of Directors shall either be
dissolved or stand adjourned to a business day in the jurisdiction in which the meeting was
to have been held at the same time and place, and if at the adjourned meeting there are present
within one hour from the time appointed for the meeting in person or by proxy not less than
one third of the votes of the Shares entitled to vote or each class or series of Shares entitled
to vote, as applicable, on the matters to be considered by the meeting, those present shall
constitute a quorum but otherwise the meeting shall either be dissolved or stand further
adjourned at the discretion of the Chairman of the Board of Directors. |
8.14 | At
every meeting of Members, the Chairman of the Board shall preside as chairman of the meeting.
If there is no Chairman of the Board or if the Chairman of the Board is not present at the
meeting, the Members present shall choose one of their number to be the chairman. If the
Members are unable to choose a chairman for any reason, then the person representing the
greatest number of voting Shares present in person or by proxy at the meeting shall preside
as chairman failing which the oldest individual Member or representative of a Member present
shall take the chair. |
8.15 | The
person appointed as chairman of the meeting pursuant to Regulation 8.14 may adjourn any meeting
from time to time, and from place to place. For the avoidance of doubt, a meeting can be
adjourned for as many times as may be determined to be necessary by the chairman and a meeting
may remain open indefinitely for as long a period as may be determined by the chairman. |
8.16 | Voting
at any meeting of the Members is by show of hands unless a poll is demanded by the chairman.
On a show of hands every Member who is present in person (or, in the case of a Member being
a corporation, by its duly authorized representative) or by proxy shall have one vote and
on a poll every Member shall present in person (or, in the case of a Member being a corporation,
by its duly authorized representative) or by proxy shall have one vote for each Share which
such Member is the holder. Any Member present in person or by proxy who disputes the announcement
by the chairman of the result of any vote may immediately following such announcement demand
that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken
at any meeting, the result shall be announced to the meeting and recorded in the minutes
of the meeting. |
8.17 | Subject
to the specific provisions contained in this Regulation for the appointment of representatives
of Members other than individuals the right of any individual to speak for or represent a
Member shall be determined by the law of the jurisdiction where, and by the documents by
which, the Member is constituted or derives its existence. In case of doubt, the Directors
may in good faith seek legal advice and unless and until a court of competent jurisdiction
shall otherwise rule, the Directors may rely and act upon such advice without incurring any
liability to any Member or the Company. |
8.18 | Any
Member other than an individual may by resolution of its Directors or other governing body
authorise such individual as it thinks fit to act as its representative at any meeting of
Members or of any class of Members, and the individual so authorised shall be entitled to
exercise the same rights on behalf of the Member which he represents as that Member could
exercise if it were an individual. |
8.19 | The
chairman of any meeting at which a vote is cast by proxy or on behalf of any Member other
than an individual may at the meeting but not thereafter call for a notarially certified
copy of such proxy or authority which shall be produced within 7 days of being so requested
or the votes cast by such proxy or on behalf of such Member shall be disregarded. |
8.20 | Directors
of the Company may attend and speak at any meeting of Members and at any separate meeting
of the holders of any class or series of Shares. |
8.21 | Until
the consummation of the Company’s IPO, any action that may be taken by the Members
at a meeting may also be taken by a Resolution of Members consented to in writing, without
the need for any prior notice. If any Resolution of Members is adopted otherwise than by
the unanimous written consent of all Members, a copy of such resolution shall forthwith be
sent to all Members not consenting to such resolution. The consent may be in the form of
counterparts, each counterpart being signed by one or more Members. If the consent is in
one or more counterparts, and the counterparts bear different dates, then the resolution
shall take effect on the earliest date upon which Eligible Persons holding a sufficient number
of votes of Shares to constitute a Resolution of Members have consented to the resolution
by signed counterparts. Following the Company’s IPO, any action required or permitted
to be taken by the Members of the Company must be effected by a meeting of the Company, such
meeting to be duly convened and held in accordance with these Articles. |
9.1 | The
first Directors of the Company shall be appointed by the first registered agent within 30
days of the incorporation of the Company; and thereafter, the Directors shall be elected
by Resolution of Members or by Resolution of Directors. |
9.2 | No
person shall be appointed as a Director of the Company unless he has consented in writing
to act as a Director. |
9.3 | The
minimum number of Directors shall be two and there shall be no maximum number of Directors. |
9.4 | Each
Director holds office until the next annual general meeting, or until his earlier death,
resignation or removal (provided that no director may be removed by a Resolution of Members
prior to the consummation of the initial Business Combination). If no term is fixed on the
appointment of a Director, the Director serves indefinitely until his earlier death, resignation
or removal. |
9.5 | A
Director may be removed from office with or without cause by: |
| (a) | (following
the consummation of the initial Business Combination but not at any time before) a Resolution
of Members passed at a meeting of Members called for the purposes of removing the Director
or for purposes including the removal of the Director; or |
| (b) | a
Resolution of Directors passed at a meeting of Directors. |
9.6 | A
Director may resign his office by giving written notice of his resignation to the Company
and the resignation has effect from the date the notice is received by the Company at the
office of its registered agent or from such later date as may be specified in the notice.
A Director shall resign forthwith as a Director if he is, or becomes, disqualified from acting
as a Director under the Act. |
9.7 | The
Directors may at any time appoint any person to be a Director either to fill a vacancy or
as an addition to the existing Directors. Where the Directors appoint a person as Director
to fill a vacancy, the term shall not exceed the term that remained when the person who has
ceased to be a Director ceased to hold office. |
9.8 | A
vacancy in relation to Directors occurs if a Director dies or otherwise ceases to hold office
prior to the expiration of his term of office. |
9.9 | The
Company shall keep a register of Directors containing: |
| (a) | the
names and addresses of the persons who are Directors of the Company; |
| (b) | the
date on which each person whose name is entered in the register was appointed as a Director
of the Company; |
| (c) | the
date on which each person named as a Director ceased to be a Director of the Company; and |
| (d) | such
other information as may be prescribed by the Act. |
9.10 | The
register of Directors may be kept in any such form as the Directors may approve, but if it
is in magnetic, electronic or other data storage form, the Company must be able to produce
legible evidence of its contents. Until a Resolution of Directors determining otherwise is
passed, the magnetic, electronic or other data storage shall be the original register of
Directors. |
9.11 | The
Directors, or if the Shares (or depository receipts therefore) are listed or quoted on a
Designated Stock Exchange, and if required by the Designated Stock Exchange, any committee
thereof, may, by a Resolution of Directors, fix the emoluments of Directors with respect
to services to be rendered in any capacity to the Company. |
9.12 | A
Director is not required to hold a Share as a qualification to office. |
9.13 | Prior
to the consummation of any transaction with: |
| (a) | any
affiliate of the Company; |
| (b) | any
Member owning an interest in the voting power of the Company that gives such Member a significant
influence over the Company; |
| (c) | any
Director or executive officer of the Company and any relative of such Director or executive
officer; and |
| (d) | any
person in which a substantial interest in the voting power of the Company is owned, directly
or indirectly, by a person referred to in Regulations 9.13(b) and (c) or over which such
a person is able to exercise significant influence, |
such
transaction must be approved by a majority of the members of the Board of Directors who do not have an interest in the transaction, such
directors having been provided with access (at the Company’s expense) to the Company’s attorney or independent legal counsel,
unless the disinterested directors determine that the terms of such transaction are no less favourable to the Company than those that
would be available to the Company with respect to such a transaction from unaffiliated third parties.
10.1 | The
business and affairs of the Company shall be managed by, or under the direction or supervision
of, the Directors of the Company. The Directors of the Company have all the powers necessary
for managing, and for directing and supervising, the business and affairs of the Company.
The Directors may pay all expenses incurred preliminary to and in connection with the incorporation
of the Company and may exercise all such powers of the Company as are not by the Act or by
the Memorandum or the Articles required to be exercised by the Members. |
10.2 | If
the Company is the wholly owned subsidiary of a holding company, a Director of the Company
may, when exercising powers or performing duties as a Director, act in a manner which he
believes is in the best interests of the holding company even though it may not be in the
best interests of the Company. |
10.3 | Each
Director shall exercise his powers for a proper purpose and shall not act or agree to the
Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each
Director, in exercising his powers or performing his duties, shall act honestly and in good
faith in what the Director believes to be the best interests of the Company. |
10.4 | Any
Director which is a body corporate may appoint any individual as its duly authorised representative
for the purpose of representing it at meetings of the Directors, with respect to the signing
of consents or otherwise. |
10.5 | The
continuing Directors may act notwithstanding any vacancy in their body. |
10.6 | Subject
to Regulation 23.7, the Directors may by Resolution of Directors exercise all the powers
of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness,
liabilities or obligations whether of the Company or of any third party, provided always
that if the same occurs prior to the consummation of a Business Combination, the Company
must first obtain from the lender a waiver of any right, title, interest or claim of any
kind in or to any monies held in the Trust Account. |
10.7 | All
cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and
all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as shall from time to time be determined
by Resolution of Directors. |
10.8 | Section
175 of the Act shall not apply to the Company. |
11 | PROCEEDINGS
OF DIRECTORS |
11.1 | Any
one Director of the Company may call a meeting of the Directors by sending a written notice
to each other Director. |
11.2 | The
Directors of the Company or any committee thereof may meet at such times and in such manner
and places within or outside the British Virgin Islands as the notice calling the meeting
provides. |
11.3 | A
Director is deemed to be present at a meeting of Directors if he participates by telephone
or other electronic means and all Directors participating in the meeting are able to hear
each other. |
11.4 | Until
the consummation of a Business Combination, a Director may not appoint an alternate. Following
the consummation of a Business Combination, a Director may by a written instrument appoint
an alternate who need not be a Director, any such alternate shall be entitled to attend meetings
in the absence of the Director who appointed him and to vote or consent in place of the Director
until the appointment lapses or is terminated. |
11.5 | A
Director shall be given not less than three days’ notice of meetings of Directors,
but a meeting of Directors held without three days’ notice having been given to all
Directors shall be valid if all the Directors entitled to vote at the meeting who do not
attend waive notice of the meeting, and for this purpose the presence of a Director at a
meeting shall constitute waiver by that Director. The inadvertent failure to give notice
of a meeting to a Director, or the fact that a Director has not received the notice, does
not invalidate the meeting. |
11.6 | A
meeting of Directors is duly constituted for all purposes if at the commencement of the meeting
there are present in person or, following the consummation of a Business Combination, by
alternate not less than one-half of the total number of Directors, unless there are only
two Directors in which case the quorum is two. |
11.7 | If
the Company has only one Director the provisions herein contained for meetings of Directors
do not apply and such sole Director has full power to represent and act for the Company in
all matters as are not by the Act, the Memorandum or the Articles required to be exercised
by the Members. In lieu of minutes of a meeting the sole Director shall record in writing
and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a
note or memorandum constitutes sufficient evidence of such resolution for all purposes. |
11.8 | At
meetings of Directors at which the Chairman of the Board is present, he shall preside as
chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board
is not present, the Directors present shall choose one of their number to be chairman of
the meeting. If the Directors are unable to choose a chairman for any reason, then the oldest
individual Director present (and for this purpose an alternate Director shall be deemed to
be the same age as the Director that he represents) shall take the chair. In the case of
an equality of votes at a meeting of Directors, the Chairman of the Board shall have a casting
vote. |
11.9 | An
action that may be taken by the Directors or a committee of Directors at a meeting may also
be taken by a Resolution of Directors or a resolution of a committee of Directors consented
to in writing by all Directors or by all members of the committee, as the case may be, without
the need for any notice. The consent may be in the form of counterparts each counterpart
being signed by one or more Directors. If the consent is in one or more counterparts, and
the counterparts bear different dates, then the resolution shall take effect on the date
upon which the last Director has consented to the resolution by signed counterparts. |
12.1 | The
Directors may, by Resolution of Directors, designate one or more committees, each consisting
of one or more Directors, and delegate one or more of their powers, including the power to
affix the Seal, to the committee. |
12.2 | The
Directors have no power to delegate to a committee of Directors any of the following powers: |
| (a) | to
amend the Memorandum or the Articles; |
| (b) | to
designate committees of Directors; |
| (c) | to
delegate powers to a committee of Directors; |
| (f) | to
approve a plan of merger, consolidation or arrangement; or |
| (g) | to
make a declaration of solvency or to approve a liquidation plan. |
12.3 | Regulations
12.2(b) and (c) do not prevent a committee of Directors, where authorised by the Resolution
of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing
a sub-committee and delegating powers exercisable by the committee to the sub-committee. |
12.4 | The
meetings and proceedings of each committee of Directors consisting of 2 or more Directors
shall be governed mutatis mutandis by the provisions of the Articles regulating the
proceedings of Directors so far as the same are not superseded by any provisions in the Resolution
of Directors establishing the committee. |
13.1 | The
Company may by Resolution of Directors appoint officers of the Company at such times as may
be considered necessary or expedient. Such officers may consist of a Chairman of the Board
of Directors, a Chief Executive Officer, a President, a Chief Financial Officer (in each
case there may be more than one of such officers), one or more vice-presidents, secretaries
and treasurers and such other officers as may from time to time be considered necessary or
expedient. Any number of offices may be held by the same person. |
13.2 | The
officers shall perform such duties as are prescribed at the time of their appointment subject
to any modification in such duties as may be prescribed thereafter by Resolution of Directors.
In the absence of any specific prescription of duties it shall be the responsibility of the
Chairman of the Board (or Co-Chairman, as the case may be) to preside at meetings of Directors
and Members, the Chief Executive Officer (or Co-Chief Executive Officer, as the case may
be) to manage the day to day affairs of the Company, the vice-presidents to act in order
of seniority in the absence of the Chief Executive Officer (or Co-Chief Executive Officer,
as the case may be) but otherwise to perform such duties as may be delegated to them by the
Chief Executive Officer (or Co-Chief Executive Officer, as the case may be), the secretaries
to maintain the share register, minute books and records (other than financial records) of
the Company and to ensure compliance with all procedural requirements imposed on the Company
by applicable law, and the treasurer to be responsible for the financial affairs of the Company. |
13.3 | The
emoluments of all officers shall be fixed by Resolution of Directors. |
13.4 | The
officers of the Company shall hold office until their death, resignation or removal. Any
officer elected or appointed by the Directors may be removed at any time, with or without
cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may
be filled by Resolution of Directors. |
13.5 | The
Directors may, by a Resolution of Directors, appoint any person, including a person who is
a Director, to be an agent of the Company. An agent of the Company shall have such powers
and authority of the Directors, including the power and authority to affix the Seal, as are
set forth in the Articles or in the Resolution of Directors appointing the agent, except
that no agent has any power or authority with respect to the matters specified in Regulation
12.2. The Resolution of Directors appointing an agent may authorise the agent to appoint
one or more substitutes or delegates to exercise some or all of the powers conferred on the
agent by the Company. The Directors may remove an agent appointed by the Company and may
revoke or vary a power conferred on him. |
14.1 | A
Director of the Company shall, forthwith after becoming aware of the fact that he is interested
in a transaction entered into or to be entered into by the Company, disclose the interest
to all other Directors of the Company. |
14.2 | For
the purposes of Regulation 14.1, a disclosure to all other Directors to the effect that a
Director is a member, Director or officer of another named entity or has a fiduciary relationship
with respect to the entity or a named individual and is to be regarded as interested in any
transaction which may, after the date of the entry or disclosure, be entered into with that
entity or individual, is a sufficient disclosure of interest in relation to that transaction. |
14.3 | Provided
that the requirements of Regulation 9.13 have first been satisfied, a Director of the Company
who is interested in a transaction entered into or to be entered into by the Company may: |
| (a) | vote
on a matter relating to the transaction; |
| (b) | attend
a meeting of Directors at which a matter relating to the transaction arises and be included
among the Directors present at the meeting for the purposes of a quorum; and |
| (c) | sign
a document on behalf of the Company, or do any other thing in his capacity as a Director,
that relates to the transaction, |
and,
subject to compliance with the Act and these Articles shall not, by reason of his office be accountable to the Company for any benefit
which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.
15.1 | Subject
to the limitations hereinafter provided the Company shall indemnify, hold harmless and exonerate
against all direct and indirect costs, fees and Expenses of any type or nature whatsoever,
any person who: |
| (a) | is
or was a party or is threatened to be made a party to any Proceeding by reason of the fact
that such person is or was a Director, officer, key employee, adviser of the Company or who
at the request of the Company; or |
| (b) | is
or was, at the request of the Company, serving as a Director of, or in any other capacity
is or was acting for, another Enterprise. |
15.2 | The
indemnity in Regulation 15.1 only applies if the relevant Indemnitee acted honestly and in
good faith with a view to the best interests of the Company and, in the case of criminal
proceedings, the Indemnitee had no reasonable cause to believe that his conduct was unlawful. |
15.3 | The
decision of the Directors as to whether an Indemnitee acted honestly and in good faith and
with a view to the best interests of the Company and as to whether such Indemnitee had no
reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient
for the purposes of the Articles, unless a question of law is involved. |
15.4 | The
termination of any Proceedings by any judgment, order, settlement, conviction or the entering
of a nolle prosequi does not, by itself, create a presumption that the relevant Indemnitee
did not act honestly and in good faith and with a view to the best interests of the Company
or that such Indemnitee had reasonable cause to believe that his conduct was unlawful. |
15.5 | The
Company may purchase and maintain insurance, purchase or furnish similar protection or make
other arrangements including, but not limited to, providing a trust fund, letter of credit,
or surety bond in relation to any Indemnitee or who at the request of the Company is or was
serving as a Director, officer or liquidator of, or in any other capacity is or was acting
for, another Enterprise, against any liability asserted against the person and incurred by
him in that capacity, whether or not the Company has or would have had the power to indemnify
him against the liability as provided in these Articles. |
16.1 | The
Company shall keep the following documents at the office of its registered agent: |
| (a) | the
Memorandum and the Articles; |
| (b) | the
share register, or a copy of the share register; |
| (c) | the
register of Directors, or a copy of the register of Directors; and |
| (d) | copies
of all notices and other documents filed by the Company with the Registrar of Corporate Affairs
in the previous 10 years. |
16.2 | If
the Company maintains only a copy of the share register or a copy of the register of Directors
at the office of its registered agent, it shall: |
| (a) | within
15 days of any change in either register, notify the registered agent in writing of the change;
and |
| (b) | provide
the registered agent with a written record of the physical address of the place or places
at which the original share register or the original register of Directors is kept. |
16.3 | The
Company shall keep the following records at the office of its registered agent or at such
other place or places, within or outside the British Virgin Islands, as the Directors may
determine: |
| (a) | minutes
of meetings and Resolutions of Members and classes of Members; |
| (b) | minutes
of meetings and Resolutions of Directors and committees of Directors; and |
| (c) | an
impression of the Seal, if any. |
16.4 | Where
any original records referred to in this Regulation are maintained other than at the office
of the registered agent of the Company, and the place at which the original records is changed,
the Company shall provide the registered agent with the physical address of the new location
of the records of the Company within 14 days of the change of location. |
16.5 | The
records kept by the Company under this Regulation shall be in written form or either wholly
or partly as electronic records complying with the requirements of the Electronic Transactions
Act. |
17.1 | The
Company shall maintain at the office of its registered agent a register of charges in which
there shall be entered the following particulars regarding each mortgage, charge and other
encumbrance created by the Company: |
| (a) | the
date of creation of the charge; |
| (b) | a
short description of the liability secured by the charge; |
| (c) | a
short description of the property charged; |
| (d) | the
name and address of the trustee for the security or, if there is no such trustee, the name
and address of the chargee; |
| (e) | unless
the charge is a security to bearer, the name and address of the holder of the charge; and |
| (f) | details
of any prohibition or restriction contained in the instrument creating the charge on the
power of the Company to create any future charge ranking in priority to or equally with the
charge. |
The
Company may by Resolution of Members or by a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction
outside the British Virgin Islands in the manner provided under those laws.
The
Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted
by Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the
registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and
attested to by the signature of any one Director or other person so authorised from time to time by Resolution of Directors. Such authorisation
may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide
for a facsimile of the Seal and of the signature of any Director or authorised person which may be reproduced by printing or other means
on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been
attested to as hereinbefore described.
20.1 | The
Company shall keep records that are sufficient to show and explain the Company’s transactions
and that will, at any time, enable the financial position of the Company to be determined
with reasonable accuracy. |
20.2 | The
Company may by Resolution of Members call for the Directors to prepare periodically and make
available a profit and loss account and a balance sheet. The profit and loss account and
balance sheet shall be drawn up so as to give respectively a true and fair view of the profit
and loss of the Company for a financial period and a true and fair view of the assets and
liabilities of the Company as at the end of a financial period. |
20.3 | The
Company may by Resolution of Members call for the accounts to be examined by auditors. |
20.4 | If
the Shares are listed or quoted on a Designated Stock Exchange that requires the Company
to have an audit committee, the Directors shall adopt a formal written audit committee charter
and review and assess the adequacy of the formal written charter on an annual basis. |
20.5 | If
the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct
an appropriate review of all related party transactions on an ongoing basis and, if required,
shall utilise the audit committee for the review and approval of potential conflicts of interest. |
20.6 | The
Directors may by a Resolution of Directors appoint or remove the auditor of the Company on
such terms as the Directors determine, except that if under applicable law and the rules
of the SEC and the Designated Stock Exchange the auditor is required to be appointed by shareholders,
then: |
| (a) | at
the AGM or at a subsequent general meeting in each year, the Members shall appoint an auditor
who shall hold office until the Members appoint another auditor. Such auditor may be a Member
but no Director or officer or employee of the Company shall during, his continuance in office,
be eligible to act as auditor; |
| (b) | a
person, other than a retiring auditor, shall not be capable of being appointed auditor at
an AGM unless notice in writing of an intention to nominate that person to the office of
auditor has been given not less than ten days before the AGM and furthermore the Company
shall send a copy of such notice to the retiring auditor; and |
| (c) | the
Members may, at any meeting convened and held in accordance with these Articles, by resolution
remove the auditor at any time before the expiration of his term of office and shall by resolution
at that meeting appoint another auditor in his stead for the remainder of his term. |
20.7 | The
remuneration of the auditors shall be fixed by Resolution of Directors in such manner as
the Directors may determine or in a manner required by the rules and regulations of the Designated
Stock Exchange and the SEC. |
20.8 | The
report of the auditors shall be annexed to the accounts and shall be read at the meeting
of Members at which the accounts are laid before the Company or shall be otherwise given
to the Members. |
20.9 | Every
auditor of the Company shall have a right of access at all times to the books of account
and vouchers of the Company, and shall be entitled to require from the Directors and officers
of the Company such information and explanations as he thinks necessary for the performance
of the duties of the auditors. |
20.10 | The
auditors of the Company shall be entitled to receive notice of, and to attend any meetings
of Members at which the Company’s profit and loss account and balance sheet are to
be presented. |
21.1 | Any
notice, information or written statement to be given by the Company to Members may be given
by personal service by mail, facsimile or other similar means of electronic communication,
addressed to each Member at the address shown in the share register. |
21.2 | Any
summons, notice, order, document, process, information or written statement to be served
on the Company may be served by leaving it, or by sending it by registered mail addressed
to the Company, at its registered office, or by leaving it with, or by sending it by registered
mail to, the registered agent of the Company. |
21.3 | Service
of any summons, notice, order, document, process, information or written statement to be
served on the Company may be proved by showing that the summons, notice, order, document,
process, information or written statement was delivered to the registered office or the registered
agent of the Company or that it was mailed in such time as to admit to its being delivered
to the registered office or the registered agent of the Company in the normal course of delivery
within the period prescribed for service and was correctly addressed and the postage was
prepaid. |
The
Company may by a Resolution of Members or by a Resolution of Directors appoint a voluntary liquidator.
23.1 | Regulations
23.1 to 23.11 shall terminate upon consummation of any Business Combination. |
23.2 | The
Company has until 10 August 2023 to consummate a Business Combination, provided however that
if the Board of Directors anticipates that the Company may not be able to consummate a Business
Combination by 10 August 2023, the Company may, by Resolution of Directors, at the request
of the Initial Shareholders, extend the period of time to consummate a Business Combination
up to twelve (12) times, each by an additional one (1) month (for a total of up to 12 months
until 10 August 2024) to complete a Business Combination, subject to the Initial Shareholders
or its affiliates or designees depositing additional funds into the Trust Account in accordance
with terms as set out in the Trust Agreement and referred to in the Registration Statement.
In the event that the Company does not consummate a Business Combination by 10 August 2023
or (in the case of twelve (12) valid extensions of an additional one (1) month each) 10 August
2024 (such date, as applicable, being referred to as the Termination Date), such failure
shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event)
and the Directors of the Company shall take all such action necessary (i) as promptly as
reasonably possible but no more than ten (10) Business Days thereafter to redeem the Public
Shares in cash at a per-share amount equal to the applicable Per-Share Redemption Price;
and (ii) as promptly as practicable, to cease all operations except for the purpose of making
such distribution and any subsequent winding up of the Company’s affairs. In the event
of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to
receive pro rata redeeming distributions from the Trust Account (including interests but
net of taxes payable and less up to US$50,000 of interests to pay liquidation expenses) with
respect to their Public Shares. |
23.3 | Unless
a shareholder vote is required by law or the rules of the Designated Stock Exchange, or,
at the sole discretion of the Directors, the Directors determine to hold a shareholder vote
for business or other reasons, the Company may enter into a Business Combination without
submitting such Business Combination to its Members for approval. |
23.4 | Although
not required, in the event that a shareholder vote is held, and a majority of the votes of
the Shares entitled to vote thereon which were present at the meeting to approve the Business
Combination are voted for the approval of such Business Combination, the Company shall be
authorised to consummate the Business Combination. |
| (a) | In
the event that a Business Combination is consummated by the Company other than in connection
with a shareholder vote under Regulation 23.4, the Company will, subject to as provided below,
offer to redeem the Public Shares for cash in accordance with Rule 13e-4 and Regulation 14E
of the Exchange Act and subject to any limitations (including but not limited to cash requirements)
set forth in the definitive transaction agreements related to the initial Business Combination
(the Tender Redemption Offer), provided however that the Company shall not redeem
those Shares held by the Initial Shareholders or their affiliates pursuant to such Tender
Redemption Offer, whether or not such holders accept such Tender Redemption Offer. The Company
will file tender offer documents with the SEC prior to consummating the Business Combination
which contain substantially the same financial and other information about the Business Combination
and the redemption rights as would be required in a proxy solicitation pursuant to Regulation
14A of the Exchange Act. In accordance with the Exchange Act, the Tender Redemption Offer
will remain open for a minimum of 20 Business Days and the Company will not be permitted
to consummate its Business Combination until the expiry of such period. If in the event a
Member holding Public Shares accepts the Tender Redemption Offer and the Company has not
otherwise withdrawn the tender offer, the Company shall, promptly after the consummation
of the Business Combination, pay such redeeming Member, on a pro rata basis, cash equal to
the applicable Per-Share Redemption Price. |
| (b) | In
the event that a Business Combination is consummated by the Company in connection with a
shareholder vote held pursuant to Regulation 23.4 in accordance with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act (the Redemption Offer), the Company
will, subject as provided below, offer to redeem the Public Shares, other than those Shares
held by the Initial Shareholders or their affiliates, regardless of whether such shares are
voted for or against the Business Combination, for cash, on a pro rata basis, at a per-share
amount equal to the applicable Per-Share Redemption Price, provided however that: (i) the
Company shall not redeem those Shares held by the Initial Shareholders or their affiliates
pursuant to such Redemption Offer, whether or not such holders accept such Redemption Offer;
and (ii) any other redeeming Member who either individually or together with any affiliate
of his or any other person with whom he is acting in concert or as a “group”
(as such term is defined under Section 13 of the Exchange Act) shall not be permitted to
redeem, without the consent of the Directors, more than fifteen percent (15%) of the total
Public Shares sold in the IPO. |
| (c) | In
no event will the Company consummate the Tender Redemption Offer or the Redemption Offer
under Regulation 23.5(a) or 23.5(b) or an Amendment Redemption Event under Regulation 23.11
if such redemptions would cause the Company to have net tangible assets of less than US$5,000,001
(and after payment of underwriters’ fees and commissions) prior to or upon consummation
of a Business Combination. |
23.6 | A
holder of Public Shares shall be entitled to receive distributions from the Trust Account
only in the event of an Automatic Redemption Event, an Amendment Redemption Event or in the
event he accepts a Tender Redemption Offer or a Redemption Offer where the Business Combination
is consummated. In no other circumstances shall a holder of Public Shares have any right
or interest of any kind in or to the Trust Account. |
23.7 | Following
the IPO, the Company will not issue any Securities (other than Public Shares) prior to a
Business Combination that would entitle the holder thereof to (i) receive funds from the
Trust Account; or (ii) vote on any Business Combination. |
23.8 | In
the event the Company seeks to complete a Business Combination with a company that is affiliated
with an Initial Shareholder, the Company will obtain an opinion from an independent investment
banking firm which is a member of FINRA or independent accounting firm that such a Business
Combination is fair to the Company from a financial point of view. |
23.9 | The
Company will not effectuate a Business Combination with another “blank cheque”
company or a similar company with nominal operations. |
23.10 | Immediately
after the Company’s IPO, that amount of the net proceeds received by the Company from
the IPO (including proceeds of any exercise of the underwriter’s over-allotment option)
and from the simultaneous private placement by the Company as is stated in the Company’s
registration statement on Form S-1 filed with the SEC (such registration statement at the
time it initially goes effective, the Registration Statement) to be deposited in the
Trust Account shall be so deposited and thereafter held in the Trust Account until released
in the event of a Business Combination or otherwise in accordance with this Regulation 23.
Neither the Company nor any officer, Director or employee of the Company will disburse any
of the proceeds held in the Trust Account until the earlier of (i) a Business Combination,
or (ii) an Automatic Redemption Event or in payment of the acquisition price for any shares
which the Company elects to purchase, redeem or otherwise acquire in accordance with this
Regulation 23, in each case in accordance with the trust agreement governing the Trust Account;
provided that interest earned on the Trust Account (as described in the Registration Statement)
may be released from time to time to the Company to pay the Company’s tax obligations
and up to US$50,000 of such interest may also be released from the Trust Account to pay any
liquidation expenses of the Company if applicable. |
23.11 | In
the event the Directors of the Company propose any amendment to Regulation 23 or to any of
the other rights of the Shares as set out at Clause 6.1 of the Memorandum prior to, but not
for the purposes of approving or in conjunction with the consummation of, a Business Combination
that would affect the substance or timing of the Company’s obligations as described
in this Regulation 23 to pay or to offer to pay the Per-Share Redemption Price to any holder
of the Public Shares (an Amendment) and such Amendment is (i) duly approved by a Resolution
of Members; and (ii) the amended Memorandum and Articles reflecting such amendment are to
be filed at the Registry of Corporate Affairs (an Approved Amendment), the Company
will offer to redeem the Public Shares of any Member for cash, on a pro rata basis, at a
per-share amount equal to the applicable Per-Share Redemption Price (an Amendment Redemption
Event), provided however that the Company shall not redeem those Shares held by the Initial
Shareholders or their affiliates pursuant to such offer, whether or not such holders accept
such offer. |
We,
Ogier Global (BVI) Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands, for the
purpose of incorporating a BVI business company under the laws of the British Virgin Islands hereby sign these Articles of Association
Dated:
18 March 2021.
Incorporator
Signed
for and on behalf of Ogier Global (BVI) Limited of Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin
Islands
Toshra
Glasgow
Print
Name
Exhibit
10.1
AMENDMENT
TO THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
Amendment No. 1 (this “Amendment”), dated as of August 3, 2023, to the Investment Management Trust Agreement (as defined
below) is made by and between Nova Vision Acquisition Corp. (the “Company”) and Equiniti Trust Company, LLC (f/k/a American
Stock Transfer & Trust Company, LLC), as trustee (“Trustee”). All terms used but not defined herein shall have the meanings
assigned to them in the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of August 5, 2021 (as amended on November
9, 2022, the “Trust Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS,
at an Annual Meeting of shareholders of the Company held on August 3, 2023, the Company shareholders approved (i) a proposal to amend
(the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association to provide that
the date by which the Company shall be required to effect a Business Combination to be extended for twelve (12) times for an additional
one (1) month each time from August 10, 2023 to August 10, 2024 and (ii) a proposal to extend the date on which to commence liquidating
the Trust Account in the event the Company has not consummated a business combination; and
WHEREAS,
on the date hereof, the Company is filing the Charter Amendment with the Registrar of Corporate Affairs in the British Virgin Islands.
NOW
THEREFORE, IT IS AGREED:
The
Trust Agreement is hereby amended as follows:
1.
Preamble. The third WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:
“WHEREAS,
if a Business Combination is not consummated by August 10, 2023, 24 months following the closing of the IPO, the Company’s insiders
may extend such period by twelve (12) one-month periods, up to a maximum of 36 months in the aggregate following the closing of the IPO,
by depositing $0.045 per share issued at the IPO that have not been redeemed into the Trust Account (as defined below) no later than
August 10, 2023 (the 24-month anniversary of the IPO, and each succeeding one-month anniversary through and up to August 10, 2024); and
2.
Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed
on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and,
in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to
by EF Hutton, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in
the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has
not been received by the Trustee by the 24-month anniversary of the closing of the IPO or, in the event that the Company extended the
time to complete the Business Combination for up to 36-months from the closing of the IPO but has not completed the Business Combination
within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of
the Last Date.
3.Exhibit
D. Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:
[Letterhead
of Company]
[Insert
date]
Equiniti
Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC)
6201
15th Avenue
Brooklyn,
NY 11219
Attn:
Relationship Management
|
Re: |
Trust
Account — Extension Letter |
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Nova Vision Acquisition Corp. (“Company”) and Equiniti
Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) (“Trustee”), dated as of August 5, 2021, as amended
on November 9, 2022, (“Trust Agreement”), this is to advise you that the Company is extending the time available in order
to consummate a Business Combination with the Target Businesses for an additional one (1) month, from ______________ to ______________
(the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the
Trust Agreement.
This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $_______ or $0.045 per public share, which will
be wired to you, into the Trust Account investments upon receipt.
This
is the ____ of up to ______ Extension Letters.
|
|
Very truly yours, |
|
|
|
|
|
Nova Vision Acquisition Corp. |
|
|
|
|
By: |
|
|
|
|
|
|
[●], |
cc: |
EF Hutton, division of Benchmark
Investments, LLC |
|
3. |
All other provisions of
the Trust Agreement shall remain unaffected by the terms hereof. |
|
|
|
|
4. |
This Amendment may be signed
in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument,
with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed
to be an original signature for purposes of this Amendment. |
|
|
|
|
5. |
This Amendment is intended
to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement,
and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally
waived and relinquished by all parties hereto. |
|
|
|
|
6. |
This Amendment shall be
governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of another jurisdiction. |
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.
EQUINITI TRUST COMPANY, LLC (F/K/A AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC), AS TRUSTEE |
|
|
|
|
By: |
/s/
Carlos Pinto |
|
Name: |
Carlos Pinto |
|
Title: |
Vice President |
|
|
|
|
NOVA VISION ACQUISITION CORP. |
|
|
|
By: |
/s/ Eric
Ping Hang Wong |
|
Name: |
Eric Ping
Hang Wong |
|
Title: |
Chief Executive Officer |
|
Exhibit
10.2
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY
NOTE
Principal
Amount: $69,763.37 |
Dated
as of August 3, 2023 |
Nova
Pulsar Holdings Limited (the “Maker”), promises to pay to the order of Nova Vision Acquisition Corp. or its registered
assigns or successors in interest (the “Payee”) the principal sum of sixty-nine thousand seven hundred sixty three
U.S. Dollars and thirty seven cents ($69,763.37) in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. |
Principal. The principal balance of this Promissory Note (this “Note”) shall be payable promptly after the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described in its initial public offering prospectus dated August 5, 2021 (the “Prospectus”)). In the event that a Business Combination does not close on or prior to September 10, 2023, as such deadline may be further extended, this Note shall be deemed to be terminated and no amounts will thereafter be due from Maker to Payee under the terms hereof. The principal balance may not be prepaid without the consent of the Payee. |
|
|
2. |
Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”) of the Maker, as described in the Prospectus, by providing the Maker with written notice of its intention to convert this note at least one business day prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00. |
|
(a) |
Fractional
Shares. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would otherwise
be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this note that would otherwise be converted
into such fractional share.
|
|
|
|
|
(b) |
Effect
of Conversion. If the Maker timely receives notice of the Payee’s intention to
convert this note at least one business day prior to the closing of a Business Combination,
this Note shall be deemed to be converted on the date the Business Combination closes. At
its expense, the Maker will, as soon as practicable after receiving this Note for cancellation
after the closing of a Business Combination (assuming receipt of timely notice of conversion),
issue and deliver to Payee, at Payee’s address set forth on the signature page hereto
or such other address requested by Payee, a certificate or certificates for the number of
Units to which Payee is entitled upon such conversion (bearing such legends as are customary
pursuant to applicable state and federal securities laws), including a check payable to Payee
for any cash amounts payable as a result of any fractional shares as described herein.
|
3. |
Interest. No interest shall accrue on the unpaid principal balance of this Note. |
|
|
4. |
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. |
|
|
5. |
Events of Default. The following shall constitute an event of default (“Event of Default”): |
|
(a) |
Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note within
five (5) business days following the date when due.
|
|
(b) |
Voluntary
Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
insolvency, reorganization, rehabilitation or other similar action, or the consent by it
to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) for Maker or for any substantial part
of its property, or the making by it of any assignment for the benefit of creditors, or the
failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.
|
|
|
|
|
(c) |
Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of maker in an involuntary case under any applicable bankruptcy,
insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) for Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance
of any such decree or order unstayed and in effect for a period of 60 consecutive days.
|
|
(a) |
Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written
notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid
principal amount of this Note, and all other amounts payable hereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in the documents evidencing
the same to the contrary notwithstanding.
|
|
|
|
|
(b) |
Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal
balance of this Note, and all other sums payable with regard to this Note, shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee.
|
7. |
Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee. |
|
|
|
8. |
Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented
to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
|
|
|
9. |
Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii)
personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted
delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice
in accordance with this Section: |
|
If
to Maker: |
|
Nova
Vision Acquisition Corp. |
|
2
Havelock Road, #07-12 |
|
Singapore,
059763 |
|
Attn:
Eric Ping Hang Wong |
|
|
|
If
to Payee: |
|
Nova
Pulsar Holdings Limited |
|
2
Havelock Road, #07-12 |
|
Singapore,
059763 |
|
Attn:
Wing-Ho Ngan |
Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
10. |
Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF. |
|
|
11. |
Jurisdiction.
The courts of New York have exclusive jurisdiction to settle any dispute arising out
of or in connection with this agreement (including a dispute relating to any non- contractual
obligations arising out of or in connection with this agreement) and the parties submit to
the exclusive jurisdiction of the courts of New York.
|
|
|
12. |
Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
|
|
|
13. |
Trust
Waiver. Payee has read the Prospectus and understands that Maker has established the
trust account described in the Prospectus, initially in an amount of $58,075,000 for the
benefit of the public stockholders and the underwriters of Maker’s initial public offering
(the “Underwriters”) and that, except for certain exceptions described
in the Prospectus, Maker may disburse monies from the trust account only: (i) to the public
stockholders in the event of the conversion of their shares or the liquidation of Maker;
or (ii) to Maker and the Underwriters after consummation of a Business Combination.
|
|
|
|
Notwithstanding
anything herein to the contrary, Payee hereby agrees that it does not have any right, title,
interest or claim of any kind in or to any monies in the trust account (the “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with Maker and will not seek recourse against the
trust account for any reason whatsoever.
|
|
|
14. |
Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee.
|
|
|
15. |
Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be
made by any party hereto (by operation of law or otherwise) without the prior written consent
of the other party hereto and any attempted assignment without the required consent shall
be void.
|
|
|
16. |
Further
Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary
party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect
to this Promissory Note. |
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive Officer
the day and year first above written.
|
Nova
Vision Acquisition Corp. |
|
|
|
|
By: |
/s/
Eric Ping Hang Wong |
|
Name: |
Eric
Ping Hang Wong |
|
Title: |
Chief
Executive Officer |
Accepted and Agreed: |
|
Nova
Pulsar Holdings Limited |
|
|
|
|
By: |
/s/
Wing-Ho Ngan |
|
Name: |
Wing-Ho
Ngan |
|
Title: |
Director |
|
Exhibit
99.1
Nova
Vision Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination to September
10, 2023
Nova
Vision Acquisition Corp.
Singapore,
August 04, 2023 (GLOBE NEWSWIRE) -- Nova Vision Acquisition Corp. (NASDAQ: NOVV, the “Company”), a special purpose
acquisition company, announced today that Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor (“Sponsor”),
has deposited into the Company’s trust account (the “Trust Account”) an aggregate of $69,763.37 (representing approximately
$0.045 per ordinary share issued at the Company’s initial public offering that has not been redeemed), in order to extend the period
of time the Company has to complete a business combination for an additional one (1) month period, from August 10, 2023 to September
10, 2023. The Company issued a promissory note to Sponsor with a principal amount equal to the amount deposited. The promissory note
bears no interest and is convertible into the Company’s units (with each unit consisting of one ordinary share, one warrant to
purchase one-half of one ordinary share, and one right to receive one-tenth of one ordinary share upon the consummation of the Company’s
initial business combination) at a price of $10.00 per unit at the closing of a business combination by the Company. The purpose of the
extension is to provide time for the Company to complete a business combination.
About
Nova Vision Acquisition Corp.
Nova
Vision Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. Nova Vision Acquisition Corp. anticipates target
companies that focus in the fintech, proptech, consumertech, and supply chain management industries or technology companies that serve
these or other sectors.
Forward
Looking Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that
are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public
offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The
Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or
circumstances on which any statement is based.
Contact:
Nova
Vision Acquisition Corp.
Investor
Relations
info@novavisionacquisition.com
v3.23.2
Cover
|
Aug. 03, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 03, 2023
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-40713
|
Entity Registrant Name |
Nova
Vision Acquisition Corp.
|
Entity Central Index Key |
0001858028
|
Entity Incorporation, State or Country Code |
D8
|
Entity Address, Address Line One |
2
Havelock Road
|
Entity Address, Address Line Two |
#07-12
|
Entity Address, Country |
SG
|
Entity Address, Postal Zip Code |
098368
|
City Area Code |
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|
Local Phone Number |
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|
Written Communications |
false
|
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false
|
Pre-commencement Tender Offer |
false
|
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|
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true
|
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false
|
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 |
|
Title of 12(b) Security |
Units,
each consisting of one Ordinary Share
|
Trading Symbol |
NOVVU
|
Security Exchange Name |
NASDAQ
|
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|
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|
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Nova Vision Acquisition (NASDAQ:NOVVU)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Nova Vision Acquisition (NASDAQ:NOVVU)
Historical Stock Chart
Von Sep 2023 bis Sep 2024