Item
8.01. Other Events.
Press
Release
On
February 8, 2023, the Company issued a press release announcing (i) the postponement of the Extraordinary General Meeting (the “Postponement”)
from the previously scheduled date of Friday, February 10, 2023, commencing at 10:00 a.m., New York City time, to Wednesday, February
15, 2023, commencing at 10:00 a.m., New York City time, (ii) the resulting extension of the deadline of 5:00 p.m., New York City time,
on February 8, 2023 (two business days before the Extraordinary General Meeting, as originally scheduled), for the Company’s public
shareholders to deliver redemption requests to the Company’s transfer agent in connection with the Extension Proposal, to 5:00
p.m., New York City time, on February 13, 2023 (two business days before the postponed Extraordinary General Meeting) (the “Redemption
Deadline Extension”), (iii) the Contributions and the Promissory Note and (iv) that 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, of the Company (“Class B Shares”)
into 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 (the “Conversion”).
The
press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Supplement
to the Definitive Proxy Statement
The
Company has determined to supplement the Definitive Proxy Statement as set forth below (the “Proxy Supplement”) to provide
information about the Postponement, the Redemption Deadline Extension, the Contributions and the Conversion.
There
is no change to the location, the record date or any of the proposals to be acted on at the Extraordinary General Meeting.
SUPPLEMENT
TO PROXY STATEMENT
OF
NEW
VISTA ACQUISITION CORP
Dated
February 8, 2023
The
following disclosures in this Current Report supplement, and should be read in conjunction with, the disclosures in the Company’s
definitive proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on January 12, 2023, and as amended on January 13, 2023, and February 7, 2023, relating to the Company’s extraordinary general
meeting originally scheduled for Friday, February 10, 2023, commencing at 10:00 a.m., New York City time, which in turn should be read
in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy
Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other
information in the Definitive Proxy Statement remains unchanged.
Terms
used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Extraordinary
General Meeting Date
On
February 8, 2023, the Company announced the postponement of the Extraordinary General Meeting (the “Postponement”) from the
previously scheduled date of Friday, February 10, 2023, commencing at 10:00 a.m., New York City time, to Wednesday, February 15, 2023,
commencing at 10:00 a.m., New York City time. As a result of this change, the Extraordinary General Meeting will now commence at 10:00
a.m., New York City time, on Wednesday, February 15, 2023, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at
One Manhattan West, New York, NY 10001. You will be able to attend the Extraordinary General Meeting online by visiting www.cstproxy.com/newvistacap/2023.
Extension
of Redemption Deadline
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 Extraordinary General Meeting, as originally scheduled) for the Company’s public shareholders to (i) submit a written
request to Continental, the Company’s transfer agent, that the Company redeem their respective public shares for cash and (ii)
tender or deliver their respective shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically
or electronically through The Depository Trust Company, has been extended to 5:00 p.m., New York City time, on February 13, 2023 (two
business days before the postponed Extraordinary General Meeting).
Sponsor
Contribution to Trust Account
On
February 8, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of $200,000 (each deposit, a “Contribution”)
following the approval of the Extension Proposal and the implementation of the Extension on the terms described below. The Contributions
will be made pursuant to a non-interest bearing, unsecured promissory note (the “Promissory Note”) issued by the Company
to the Sponsor. If the Extension Proposal is approved and the Extension is implemented, the Contributions, which will be paid monthly
(or a pro rata portion thereof if less than a full month), 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 a business combination, and (ii) February 19, 2024 (or any earlier date of termination, dissolution or winding up of the Company in
accordance with the Charter or as otherwise determined in the sole discretion of the Company’s board of directors) (the earlier
of (i) and (ii), the “Maturity Date”). The Promissory Note will be repayable by the Company to the Sponsor upon the Maturity
Date. The funds in the 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. The Maturity Date may be accelerated upon the occurrence of an “Event of Default”
(as defined in the Promissory Note). Any outstanding principal under the Promissory Note may be prepaid at any time by the Company, at
its election and without penalty.
The
Contributions are conditioned on the approval of the Extension Proposal and the implementation of the Extension.
Sponsor
Conversion of New Vista Class B Shares
On
February 8, 2023, the Sponsor informed the Company that it expects to convert its 6,684,500 New Vista Class B Shares into New Vista Class
A Shares in accordance with the Charter prior to the redemption of any New Vista 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 New Vista Class A Shares.
Forward-Looking
Statements
This
Current Report 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 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, 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
document 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.