Correspondence 0001493152-23-028439 from Nova Vision Acquisition Corp (NOVV, NOVVR, NOVVU, NOVVW) (CIK 0001858028)
Nova Vision Acquisition Corp (NOVV, NOVVR, NOVVU, NOVVW) (CIK 0001858028)
Date: Aug. 14, 2023 · CIK: 0001858028 · Accession: 0001493152-23-028439
AI Filing Summary & Sentiment
File numbers found in text: 001-40713
Referenced dates: August 11, 2023
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CORRESP
1
filename1.htm
NOVA
VISION ACQUISITION CORP.
2
Havelock Road #07-12
Singapore
059763
Via
Edgar
August
14, 2023
Division
of Corporation Finance
Office
of Technology
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
Nova Vision Acquisition Corp. (the “Company”)
Amendment
No. 1 to Form 10-K
Filed
June 30, 2023
Form
8-K filed August 7, 2023
File
No. 001-40713
Dear
SEC Officers:
We
hereby provide a response to the comments issued in a letter dated August 11, 2023 (the “Staff’s Letter”) regarding
the Company’s Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and Form 8-K
filed on August 7, 2023.
In
order to facilitate the review by the Commission’s staff (the “Staff”), we have responded to the comments set forth
in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments
and correspond to the numbered paragraph in the Staff’s Letter.
Amendment
No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2022
Exhibit
Index, page 36
1.
We
note the certification included in Exhibit 31 does not include paragraph 4(b) referring to the design of internal control over financial
reporting. Please amend your Form 10-K to include certifications containing the language precisely as set forth in Item 601(b)(31)
of Regulation S-K. Your amendment may include the cover page, explanatory note, signature page, and paragraphs 1, 2, 4 and 5 of the
certification. Refer to Question 246.13 of the Regulation S-K C&DIs. This comment also applies to your subsequently filed Forms
10-Q.
Response:
We respectfully advise the Staff that the Company is filing an amendment to the Form 10-K and an amendment to the Form 10-Q contemporaneously
to attach an updated Exhibit 31 certification.
Form
8-K filed August 7, 2023
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed
Interim Review
2.
You
state MaloneBailey, LLP notified you that your financial statements for the year ended December 31, 2022 and 2021 should be restated
and should no longer be relied upon. However, you also state the company determined the errors required adjustment to the financial
statements. Please revise to clarify whether MaloneBailey, LLP or the company identified the errors. To the extent MaloneBailey,
LLP identified the errors, pursuant to Item 4.02(c) of Form 8-K, you must provide MaloneBailey, LLP with a copy of the disclosures
included in your Item 4.02 Form 8-K filing and request that they furnish to you as promptly as possible, a letter addressed to the
Commission stating whether they agree with your statements and, if not, stating the respects in which they do not agree. Please amend
your filing to include such letter from MaloneBailey, LLP as Exhibit 7, if applicable, or revise to clarify who identified the error.
Refer to Item 601(b)(7) of Regulation S-K.
Response:
We respectfully advise the Staff that the Company is filing an amendment to the Item 4.02 Form 8-K contemporaneously to clarify and to
include a letter from Malone Bailey, LLP as Exhibit 7.1.
Please
reach Lawrence Venick, the Company’s outside counsel at +852 5600 0188 if you would like additional information with respect to
any of the foregoing. Thank you.
Sincerely,
/s/
Eric Ping Hang Wong
Nova
Vision Acquisition Corp.
Chief
Executive Officer