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): ~~November~~February 221, ~~2021~~2023

New Vista Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40070

98-1574055

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

125 South Wacker Drive, Suite 300

Chicago, IL 60606

60606

(Address of principal executive offices)

(Zip Code)

(312) 855-2083

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	NVSAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	NVSA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	NVSAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 47.0201. ~~Non-Reliance~~Regulation onFD ~~Previously Issued Financial Statements or Related Audit Report or Completed Interim Report~~Disclosure.

InOn ~~connection~~February ~~with the preparation of the financial statements as of September 30~~1, ~~2021~~2023, ~~the~~New ~~Company~~Vista ~~reevaluated~~Acquisition Corp ~~the~~(“New ~~classification~~Vista” ofor the ~~Class A ordinary shares. The~~ “Company”) ~~previously~~issued ~~determined~~a ~~the~~press ~~Class~~release Aannouncing ~~ordinary~~that ~~shares~~it ~~subject~~has toentered ~~possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking~~ into ~~consideration~~a ~~the requirement in the Company’s amended and restated~~non-binding ~~memorandum~~letter ~~and articles~~ of ~~association~~intent ~~that~~for a ~~redemption~~business ~~cannot~~combination ~~result~~with inVerijet ~~the~~Holding Company’s ~~net~~LLC ~~tangible assets being less than $5,000,001~~(“Verijet”). ~~Upon further evaluation, the Company determined that the Class~~ A ~~ordinary~~copy ~~shares issued during the initial public offering and pursuant to the exercise~~ of the ~~underwriters’~~press ~~overallotment~~release ~~include certain redemption features not solely within~~is ~~the~~attached ~~Company’s~~hereto ~~control that, under Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity, require such shares to be classified~~ as ~~temporary~~Exhibit ~~equity,~~99.1 ~~regardless~~and ofis ~~the~~incorporated ~~minimum~~by ~~net~~reference ~~tangible assets required to complete the Company’s initial business combination~~herein.

~~Therefore,~~Completion onof ~~November 19, 2021, after consultation with Marcum LLP,~~ the ~~Company’s~~potential ~~independent~~business ~~registered~~combination ~~public~~is ~~accounting~~subject ~~firm (the “Independent Accountants”)~~to, ~~the Company’s~~among ~~management~~other ~~and~~matters, ~~audit committee of~~ the ~~board~~completion of ~~directors~~due ~~(the~~diligence, ~~“Audit Committee”) concluded that~~ the ~~Company’s~~negotiation ~~previously issued~~of ~~financial~~a ~~statements~~definitive onagreement ~~Form~~providing ~~8-K~~for ~~filed with~~ the ~~Securities~~potential ~~and~~business ~~Exchange Commission (“SEC”) on February 19~~combination, ~~2021 and~~ onsatisfaction ~~Form~~of ~~10-Q for~~ the ~~quarterly~~conditions ~~periods~~negotiated ~~ended~~therein ~~March 31, 2021~~ and ~~June~~approval ~~30,~~of ~~2021 (collectively,~~ the ~~“Relevant~~potential ~~Periods”)~~business ~~should be~~combination ~~restated~~by toboard ~~report~~and ~~all~~equity ~~Class~~holders Aof ~~ordinary~~both companies, ~~shares~~as ~~subject~~well ~~to possible redemption~~ as ~~temporary~~regulatory ~~equity~~approvals. ~~Considering such restatement~~Accordingly, ~~financial statements~~there ~~included~~can inbe ~~the~~no ~~quarterly~~assurance ~~reports~~that ~~for~~ the ~~Relevant~~parties ~~Periods,~~will assuccessfully ~~well~~negotiate asand ~~the relevant portions of any communications that describe~~enter orinto ~~are~~a ~~based~~definitive ~~on such financial statements~~agreement, ~~should~~or nothat ~~longer~~the bepotential ~~relied~~business ~~upon.~~combination ~~The Company~~ will ~~file~~be aconsummated ~~Form~~on ~~10-Q~~the ~~for~~terms ~~the~~or ~~period~~timeframe ~~ended~~currently ~~September 30~~contemplated, or ~~2021,~~at ~~which also will include the restated financial statements for the Relevant Periods~~all.

The ~~Company’s~~information ~~management~~in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the ~~Audit~~purposes ~~Committee~~of Section 18 of the Securities ~~have~~Exchange ~~discussed~~Act of 1934, as amended (the ~~matters~~“Exchange ~~disclosed~~Act”), inor ~~this~~otherwise ~~Current~~be ~~Report~~subject onto ~~Form~~the ~~8-K~~liabilities ~~pursuant~~of that section, nor shall it be deemed to ~~this~~be ~~Item~~incorporated ~~4.02~~by ~~with~~reference into any of the ~~Independent~~filings ~~Accountants~~of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

~~IMPORTANT~~Important ~~LEGAL~~Additional ~~INFORMATION~~Information and Where to Find It

~~Cautionary~~On January 12, 2023, New Vista filed a definitive proxy statement (the “Shareholder Meeting Proxy Statement”) ~~Regarding~~with ~~Forward-Looking~~the ~~Statements~~Securities and Exchange Commission (“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 13, 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.

~~This~~If ~~report~~New ~~may~~Vista ~~include~~and ~~“forward-looking~~Verijet ~~statements”~~enter ~~within the~~into ~~meaning~~a ofdefinitive ~~Section~~agreement ~~27A~~with ofrespect to the ~~Securities~~potential ~~Act~~business ~~of 1933~~combination, asNew ~~amended,~~Vista ~~and~~will ~~Section~~file ~~21E~~with of the ~~Securities~~SEC ~~Exchange~~a ~~Act~~proxy ofstatement ~~1934,~~(the as“Business ~~amended~~Combination Proxy Statement”). ~~All~~New ~~statements,~~Vista ~~including~~will ~~those~~send ~~relating to~~ the ~~filing~~Business ofCombination ~~the~~Proxy ~~Form~~Statement ~~10-Q~~to ~~for~~its ~~the~~shareholders ~~period~~and ~~ended~~may ~~September~~file ~~30,~~other ~~2021,~~documents ~~other~~regarding ~~than~~the ~~statements~~potential ofbusiness ~~historical~~combination ~~fact~~with ~~included~~the inSEC. ~~this~~This ~~report~~communication ~~are~~is ~~forward-looking~~not ~~statements.~~a ~~When~~substitute ~~used~~for inthe ~~this~~Business ~~report,~~Combination ~~words~~Proxy ~~such~~Statement asor ~~“anticipate,” “believe,”~~any ~~“estimate,”~~other ~~“expect,”~~document that ~~“intend”~~New ~~and~~Vista ~~similar~~may ~~expressions,~~send ~~as they relate~~ to ~~the Company or~~ its ~~management~~shareholders ~~team,~~in ~~identify~~connection ~~forward-looking~~with ~~statements.~~the ~~Such~~potential ~~forward-looking~~business ~~statements~~combination. ~~are~~INVESTORS ~~based~~AND onSECURITY ~~the~~HOLDERS ~~beliefs~~OF ~~of management,~~NEW asVISTA ~~well~~ARE asURGED ~~assumptions~~TO ~~made~~READ ~~by,~~THE ~~and~~BUSINESS ~~information~~COMBINATION ~~currently~~PROXY ~~available~~STATEMENT ~~to,~~AND ~~the~~ANY ~~Company’s~~OTHER ~~management.~~RELEVANT ~~Actual~~DOCUMENTS ~~results~~(INCLUDING ~~could~~ANY ~~differ~~AMENDMENTS ~~materially~~OR SUPPLEMENTS ~~from~~THERETO) ~~those~~THAT ~~contemplated~~WILL byBE ~~the~~FILED ~~forward-looking~~WITH ~~statements~~THE asSEC aCAREFULLY ~~result~~AND ofIN ~~certain~~THEIR ~~factors~~ENTIRETY ~~detailed~~WHEN inTHEY ~~the~~BECOME ~~Company’s~~AVAILABLE ~~filings~~BECAUSE ~~with the~~THEY ~~SEC.~~WILL ~~All~~CONTAIN ~~subsequent~~IMPORTANT INFORMATION ~~written~~ABOUT orNEW ~~oral~~VISTA, ~~forward-looking~~VERIJET, ~~statements~~THE ~~attributable~~POTENTIAL toBUSINESS ~~the~~COMBINATION ~~Company~~AND orRELATED ~~persons~~MATTERS. ~~acting~~Investors onand ~~its~~security ~~behalf~~holders ~~are~~of ~~qualified~~New Vista inwill ~~their~~be ~~entirety~~able byto ~~this~~obtain ~~paragraph.~~free ~~Forward-looking~~copies ~~statements~~of ~~are~~the ~~subject~~Business toCombination ~~numerous~~Proxy ~~conditions,~~Statement ~~many~~and ofother ~~which~~documents ~~are~~(including ~~beyond~~any ~~the~~amendments ~~control~~or supplements ofthereto) ~~the~~containing ~~Company,~~important ~~including~~information ~~those~~about ~~set~~New ~~forth~~Vista inand ~~the~~Verijet ~~Risk~~once ~~Factors~~those ~~section~~documents ofare ~~the Company’s final prospectus~~ filed with the SEC ~~on February 19~~, ~~2021~~through ~~and Form 10-Q for~~ the ~~quarter~~website maintained ~~ended~~by ~~June 30, 2021. Copies of such filings are available on~~ the SEC’s ~~website,~~at www.sec.gov. ~~The~~ ~~Company~~New ~~undertakes~~Vista nomakes ~~obligation~~available tocopies ~~update~~of ~~these~~materials ~~statements~~they ~~for~~file ~~revisions~~with, or ~~changes~~furnish ~~after~~to, the ~~date~~SEC free of ~~this~~charge at ~~release,~~its ~~except~~website ~~as required by law~~www.newvistacap.com/investor-relations.

1Participants In The Solicitation

~~SIGNATURE~~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 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, 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.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

	New Vista Acquisition Corp
Date: November 22, 2021	By:	/s/ Dennis A. Muilenburg
	Name:	Dennis A. Muilenburg
	Title:	Chief Executive Officer

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated February 1, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	New Vista Acquisition Corp

Date: February 1, 2023	By:	/s/ Dennis A. Muilenburg
	Name:	Dennis A. Muilenburg
	Title:	Chief Executive Officer

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