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Correspondence 0001493152-24-024502 from Nova Vision Acquisition Corp (NOVV, NOVVR, NOVVU, NOVVW) (CIK 0001858028)

Nova Vision Acquisition Corp (NOVV, NOVVR, NOVVU, NOVVW) (CIK 0001858028)
Date: June 20, 2024 · CIK: 0001858028 · Accession: 0001493152-24-024502

Financial Reporting Regulatory Compliance Offering / Registration Process

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File numbers found in text: 001-40713

Referenced dates: June 10, 2024

Date
June 20, 2024
Author
/s/
Form
CORRESP
Company
Nova Vision Acquisition Corp (NOVV, NOVVR, NOVVU, NOVVW) (CIK 0001858028)

Letter

Via EDGAR Re: Nova Vision Acquisition Corp (the “Company”) Form 10-K for the Year Ended December 31, 2023 Filed March 4, 2024 File No. 001-40713

Dear Mr. Edgar/Ms. Collins:

As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated June 10, 2024 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Form 10-K for the Year ended December 31, 2023 filed March 4, 2024 (the “Form 10-K”). The Company has filed an amendment (the “Amendment”) to the Form 10-K in response to the Staff’s comment.

For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.

Form 10-K for the Year Ended December 31, 2023

Consolidated Statements of Cash Flows, page F-6

1. We note the statement of cash flows for the year ended December 31, 2022 included here does not agree with the Form 10-K/A filed on August 7, 2023. Please explain and revise as necessary. As applicable, ensure your revised financial statements are labeled as restated, include a discussion of any restatement in the report of your independent registered public accounting firm and provide the necessary footnote disclosures. Refer to ASC 250-10-50-7. Similar revisions should be made to your financial statements that are included in any open registration statements.

Response: The Company has amended pages F-6 and F-19 of the Amendment in response to the Staff’s comment.

* * *

Please contact the undersigned at (852) 3923-1188 if you have any questions with respect to the response contained in this letter.

Sincerely,
/s/
Lawrence S. Venick

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CORRESP
1
filename1.htm

    Lawrence
                                            Venick

    Partner

    2206-19
    Jardine House

    1 Connaught Place Central

    Hong Kong, SAR

                                                                     Direct
 +852.3923.1188
 Main      +852.3923.1111
 Fax
+852.3923.1100
 lvenick@loeb.com

Via
EDGAR

June
20, 2024

Mr.
Dave Edgar/Ms. Kathleen Collins
 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Technology

Washington, D.C. 20549

Re: Nova
                                            Vision Acquisition Corp (the “Company”)

                                            Form 10-K for the Year Ended December 31, 2023

                                            Filed March 4, 2024

                                            File No. 001-40713

Dear
Mr. Edgar/Ms. Collins:

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated June 10, 2024 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Form 10-K for the Year ended December 31, 2023 filed March 4, 2024 (the “Form 10-K”). The
Company has filed an amendment (the “Amendment”) to the Form 10-K in response to the Staff’s comment.

For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment.

Form
10-K for the Year Ended December 31, 2023

Consolidated
Statements of Cash Flows, page F-6

1. We
                                            note the statement of cash flows for the year ended December 31, 2022 included here does
                                            not agree with the Form 10-K/A filed on August 7, 2023. Please explain and revise as necessary.
                                            As applicable, ensure your revised financial statements are labeled as restated, include
                                            a discussion of any restatement in the report of your independent registered public accounting
                                            firm and provide the necessary footnote disclosures. Refer to ASC 250-10-50-7. Similar revisions
                                            should be made to your financial statements that are included in any open registration statements.

Response:
The Company has amended pages F-6 and F-19 of the Amendment in response to the Staff’s comment.

*
* *

Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the response contained in this letter.

Sincerely,

  /s/
  Lawrence S. Venick

  Lawrence Venick

  Partner

  cc:
  Eric Ping Hang Wong

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Beijing   Hong Kong   www.loeb.com

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