New Vista Acquisition Corp (NVSA)

CHICAGO--(BUSINESS WIRE)--New Vista Acquisition Corp (NASDAQ: NVSA) (“New Vista” or the “Company”) today announced that it has cancelled the extraordinary general meeting that was previously scheduled for 10:00 a.m., New York City time, on February 15, 2023, and is abandoning the proposals set forth in the Company’s definitive proxy statement for the extraordinary general meeting filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company will not consummate an initial business combination by February 19, 2023—the deadline under its Amended and Restated Memorandum and Articles of Association (the “Charter”). Therefore, following February 19, 2023, the Company will proceed to redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company included as part of the units sold in the Company’s initial public offering (the “Public Shares”) in accordance with the Charter. Following such redemption, the Company will liquidate and dissolve. In order to provide for the disbursement of funds from the Company’s trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed by March 6, 2023. The Company expects that Nasdaq will file a Form 25 with the SEC to delist the Company’s securities. The Company thereafter will file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. Forward-Looking Statements This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the per-share redemption price and the expecting timing of New Vista’s redemption of its Public Shares and liquidation and dissolution. These forward-looking statements are subject to a number of risks and uncertainties, including those factors discussed in New Vista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 31, 2022 under the heading “Risk Factors,” and other documents of New Vista filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that New Vista presently does not know or that New Vista currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. New Vista undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

CHICAGO--(BUSINESS WIRE)--New Vista Acquisition Corp (NASDAQ: NVSA) (“New Vista” or the “Company”) today announced that its previously announced extraordinary general meeting (the “Shareholder Meeting”) for the purpose of considering and voting on, among other proposals, a proposal to amend New Vista’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which New Vista must consummate an initial business combination from February 19, 2023, to February 19, 2024 (the “Extension Proposal” and such extension, the “Extension”), has been postponed from Wednesday, February 10, 2023, at 10:00 a.m., New York City time, to Wednesday, February 15, 2023, at 10:00 a.m., New York City Time (the “Postponement”). The Company also announced today that, if the Extension Proposal is approved and the extension is implemented, its sponsor, New Vista Acquisition Sponsor LLC, has agreed to make monthly deposits directly to the Company’s trust account of $200,000 (each deposit, a “Contribution”), up to a maximum amount of $2,400,000, in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Sponsor. If the Extension Proposal is approved and the extension is implemented, the Contributions will begin on March 1, 2023, and thereafter on the first day of each month (or if such first day is not a business day, on the business day immediately preceding such first day) until the earlier of (i) the consummation of an initial business combination, and (ii) February 19, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in the sole discretion of the Company’s board of directors). The funds in the Company’s trust account remain invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. treasuries. Additionally, the Sponsor has informed the Company that it expects to convert its 6,684,500 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), of the Company into Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Shares”) in accordance with the Charter prior to the redemption of any Class A Shares held by the Company’s public shareholders in connection with the Extension Proposal. Notwithstanding such conversion, the Sponsor will not be entitled to receive any monies held in the Trust Account as a result of its ownership of any Class A Shares. The record date for determining the New Vista shareholders entitled to receive notice of and to vote at the Shareholder Meeting remains the close of business on January 10, 2023 (the “Record Date”). Shareholders as of the Record Date can vote, even if they have subsequently sold their shares. Shareholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders who have not yet done so are encouraged to vote as soon as possible. As a result of the Postponement, the previously disclosed deadline of 5:00 p.m., New York City time, on February 8, 2023 (two business days before the Shareholder Meeting, as originally scheduled) for the Company’s public shareholders to submit a written request to the Company’s transfer agent for redemption of their public shares for cash, has been extended to 5:00 p.m., New York City time, on February 13, 2023 (two business days before the postponed Shareholder Meeting). Shareholders who wish to withdraw their previously submitted redemption request may do so prior to the postponed Shareholder Meeting by requesting that the Company’s transfer agent return such shares by 5:00 p.m., New York City time, on February 13, 2023. If any such shareholders have questions or need assistance in connection with the Shareholder Meeting, please contact the Company’s proxy solicitor, Morrow Sodali LLC, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing NVSA.info@investor.morrowsodali.com. Forward-Looking Statements This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Sponsor’s intention to convert its 6,684,500 Class B Shares. Such forward-looking statements are based on the beliefs of New Vista’s management, as well as assumptions made by, and information currently available to, New Vista’s management, and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual results could differ materially from those contemplated by the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including: the risk that the approval of the shareholders of New Vista of the proposal for an extension of time for New Vista to complete a business combination from February 19, 2023, to February 19, 2024 is not obtained; New Vista’s ability to enter into a definitive agreement; the risk that the approval of the shareholders of New Vista for the potential business combination is not obtained; the failure to obtain the necessary financing for the potential business combination; the amount of redemption requests made by New Vista’s shareholders and the amount of funds remaining in New Vista’s trust account after satisfaction of such requests; those factors discussed in New Vista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 (the “Annual Report”) under the heading “Risk Factors,” and other documents of New Vista filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that New Vista presently does not know or that New Vista currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. New Vista undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. Important Additional Information and Where to Find It On January 12, 2023, New Vista filed a definitive proxy statement (the “Shareholder Meeting Proxy Statement”) with the SEC in connection with its solicitation of proxies for New Vista’s extraordinary general meeting to now be held on Wednesday, February 15, 2023, commencing at 10:00 a.m., New York City time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at One Manhattan West, New York, NY 10001 (the “Shareholder Meeting Proxy Statement”). On January 13, 2023, and February 7, 2023, New Vista filed with the SEC amendments to the Shareholder Meeting Proxy Statement. INVESTORS AND SECURITY HOLDERS OF NEW VISTA ARE URGED TO READ THE SHAREHOLDER MEETING PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEW VISTA, THE EXTRAORDINARY GENERAL MEETING AND RELATED MATTERS. No Offer or Solicitation This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction with respect to the potential business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

CHICAGO--(BUSINESS WIRE)--New Vista Acquisition Corp (NASDAQ: NVSA) (“New Vista”) today announced that it has entered into a nonbinding letter of intent for a business combination with Verijet Holding Company LLC (“Verijet”). Verijet provides customers with private aviation services as the largest fleet operator of Cirrus Vision jets, operating 19 jets in the Northeast, Southeast and West Coast. The Cirrus Vision jet, winner of the 2017 Collier Trophy “for the greatest achievement in aeronautics . . . in America,” is currently the only single-engine turbofan aircraft widely available in the private aviation marketplace. Additionally, the Cirrus Vision jet has important safety features as a turbo-fan powered aircraft with a full aircraft parachute as well as Garmin Autoland (itself the winner of the 2020 Collier Trophy) which autonomously lands the plane with the push of a single button if a pilot is unable to fly, allowing it to be operated safely with a single pilot. New Vista expects to provide additional details regarding the potential business combination with Verijet only if and when a definitive agreement is executed. Completion of the potential business combination is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the potential business combination, satisfaction of the conditions negotiated therein and approval of the potential business combination by board and equity holders of both companies, as well as regulatory approvals. Accordingly, there can be no assurance that the parties will successfully negotiate and enter into a definitive agreement, or that the potential business combination will be consummated on the terms or timeframe currently contemplated, or at all. Forward-Looking Statements This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding New Vista’s ability to enter into a definitive agreement or consummate a transaction with Verijet. Such forward-looking statements are based on the beliefs of New Vista’s management, as well as assumptions made by, and information currently available to, New Vista’s management, and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual results could differ materially from those contemplated by the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including: the risk that the approval of the shareholders of New Vista of the proposal for an extension of time for New Vista to complete a business combination from February 19, 2023, to February 19, 2024 is not obtained; New Vista’s ability to enter into a definitive agreement with respect to the proposed business combination or consummate a transaction with Verijet; the risk that the approval of the shareholders of New Vista for the potential business combination is not obtained; the failure to obtain the necessary financing for the potential business combination; the amount of redemption requests made by New Vista’s shareholders and the amount of funds remaining in New Vista’s trust account after satisfaction of such requests; the failure to obtain the necessary regulatory approvals; those factors discussed in New Vista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 (the “Annual Report”) under the heading “Risk Factors,” and other documents of New Vista filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that New Vista presently does not know or that New Vista currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. New Vista undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. Important Additional Information and Where to Find It On January 12, 2023, New Vista filed a definitive proxy statement (the “Shareholder Meeting Proxy Statement”) with the SEC in connection with its solicitation of proxies for New Vista’s extraordinary general meeting to be held on Friday, February 10, 2023, commencing at 10:00 a.m., New York City time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at One Manhattan West, New York, NY 10001 (the “Shareholder Meeting Proxy Statement”). On January 12, 2023, New Vista filed with the SEC an amendment to the Shareholder Meeting Proxy Statement. INVESTORS AND SECURITY HOLDERS OF NEW VISTA ARE URGED TO READ THE SHAREHOLDER MEETING PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEW VISTA, THE EXTRAORDINARY GENERAL MEETING AND RELATED MATTERS. If New Vista and Verijet enter into a definitive agreement with respect to the potential business combination, New Vista will file with the SEC a proxy statement (the “Business Combination Proxy Statement”). New Vista will send the Business Combination Proxy Statement to its shareholders and may file other documents regarding the potential business combination with the SEC. This communication is not a substitute for the Business Combination Proxy Statement or any other document that New Vista may send to its shareholders in connection with the potential business combination. INVESTORS AND SECURITY HOLDERS OF NEW VISTA ARE URGED TO READ THE BUSINESS COMBINATION PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEW VISTA, VERIJET, THE POTENTIAL BUSINESS COMBINATION AND RELATED MATTERS. Investors and security holders of New Vista will be able to obtain free copies of the Business Combination Proxy Statement and other documents (including any amendments or supplements thereto) containing important information about New Vista and Verijet once those documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. New Vista makes available copies of materials they file with, or furnish to, the SEC free of charge at its website www.newvistacap.com/investor-relations. Participants In The Solicitation New Vista and its directors and executive officers may be considered participants in the solicitation of proxies from the shareholders of New Vista in connection with the potential business combination. Information about the directors and executive officers of New Vista is set forth in its Annual Report and on its website at www.newvistacap.com/investor-relations. Additional information regarding the interests of those participants and other persons who may be deemed participants in the potential business combination may be obtained by reading the Business Combination Proxy Statement and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph. No Offer or Solicitation This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction with respect to the potential business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

CHICAGO--(BUSINESS WIRE)--On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the “SEC Staff Statement”). As previously disclosed in the New Vista Acquisition Corp (the “Company”) (Nasdaq: NVSA) Notification of Late Filing on Form 12b-25, filed with the SEC on May 18, 2021, given the scope of the process for determining the appropriate accounting treatment of its outstanding warrants in accordance with the SEC Staff Statement and Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity, the Company was unable to complete and file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the required due date without unreasonable effort and expense. On May 26, 2021, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed the Form 10-Q with the SEC, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”). The Listing Rule requires listed companies to timely file all required periodic reports with the SEC. The Notice indicated that the Company can regain compliance with Nasdaq’s listing standards at any time prior to July 26, 2021 by filing the Form 10-Q. If the Company fails to file the Form 10-Q by such date, the Company may submit a plan to regain compliance with the Listing Rule prior to such date and, following receipt of such plan, Nasdaq may grant, at its sole discretion, an extension of 180 calendar days from the Form 10-Q due date, or until November 15, 2021, for the Company to regain compliance. While the Company can provide no assurances as to timing, the Company plans to file the Form 10-Q as soon as practicably possible to regain compliance with the Listing Rule. Forward-Looking Statements This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.