What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-02-26 compared with 2023-03-06 · 74 added, 58 removed, 2 unchanged (99% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock, rights,

and warrants are traded on the NASDAQ under the symbols “NVAC,” “NVACR,” and “NVACW” respectively.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

common stock, rights, and warrants are traded on the NASDAQ under the symbols “NVAC,” “NVACR,” and “NVACW”

respectively.

Our units commenced public trading on December 20, 2021.

Our shares of common stock, rights, and warrants began separate trading on January

21, 2022, and our units ceased trading on such separation date.

As of March 2, 2023, there were four holders of record for our shares common

stock, five holders of record of our warrants, and one holder of record of our rights.

We have not paid any cash

dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination.

of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition

subsequent to completion of a business combination.

The payment of any cash dividends subsequent to a business combination will be within

the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does not

anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends

may be limited by restrictive covenants we may agree to in connection therewith.

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered

On December 22, 2021, we consummated

our initial public offering (“IPO”) of 18,975,000 units, including the issuance of 2,475,000 units as a result of the underwriters’

exercise of their over-allotment option in full.

The units were sold at a price of $10.00 per unit, generating gross proceeds of $189,750,000.

Simultaneously with the closing

of the IPO, pursuant to certain subscription agreements, we completed a private sale of an aggregate of 7,347,500 private placement warrants

to our sponsor, I-Bankers, and Dawson James at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the

Company of $7,347,500.

The private placement warrants are identical to the public warrants sold in the IPO except that the private placement

(i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are

held by the initial purchasers or any of their permitted transferees.

If the private placement warrants are held by holders other than

the initial purchasers or any of their permitted transferees, the private placement warrants will be redeemable by us and exercisable

by the holders on the same basis as the public warrants included in the units sold in the IPO.

No underwriting discounts or commissions

were paid with respect to such sale.

The issuance of the private placement warrant was made pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

I-Bankers and Dawson James

were representatives of the several underwriters.

The securities sold in the IPO were registered under the Securities Act on registration

statements on Form S-1 (Nos.

Our shares of common stock, rights, and warrants began separate

trading on January 21, 2022, and our units ceased trading on such separation date.

As of February 21, 2024, there were four holders of record for our

shares common stock, one holder of record of our rights, and fiveholders of record of our warrants.

have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements

and general financial condition subsequent to completion of a business combination.

The payment of any cash dividends subsequent to a

business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not

currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any indebtedness,

our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Sales of Unregistered Securities;

Use of Proceeds from Registered Offering

December 22, 2021, we consummated our initial public offering (“IPO”) of 18,975,000 units, including the issuance of 2,475,000

units as a result of the underwriters’ exercise of their over-allotment option in full.

The units were sold at a price of $10.00

per unit, generating gross proceeds of $189,750,000.

Simultaneously

with the closing of the IPO, pursuant to certain subscription agreements, we completed a private sale of an aggregate of 7,347,500 private

placement warrants to our sponsor, I-Bankers, and Dawson James at a purchase price of $1.00 per private placement warrant, generating

gross proceeds to the Company of $7,347,500.

The private placement warrants are identical to the public warrants sold in the IPO except

that the private placement warrants:

(i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, in each

case so long as they are held by the initial purchasers or any of their permitted transferees.

If the private placement warrants are

held by holders other than the initial purchasers or any of their permitted transferees, the private placement warrants will be redeemable

by us and exercisable by the holders on the same basis as the public warrants included in the units sold in the IPO.

No underwriting

discounts or commissions were paid with respect to such sale.

The issuance of the private placement warrant was made pursuant to the

exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

and Dawson James were representatives of the several underwriters.

The securities sold in the IPO were registered under the Securities

Act on registration statements on Form S-1 (Nos.

333-257156 and 333-261763).

The SEC declared the registration statement effective on December 20, 2021.

We paid a total of $3,450,000

in underwriting discounts and commissions and $609,623 for other costs and expenses related to the IPO.

I-Bankers and Dawson James, representatives

of the several underwriters in the IPO, received a portion of the underwriting discounts and commissions related to the IPO.

We also repaid

the promissory note to the Sponsor from the proceeds of the IPO.

After deducting the underwriting discounts and commissions and incurred

offering costs, the total net proceeds from our IPO and the sale of the private placement warrants was $193,647,500, of which $191,647,500

(or $10.10 per unit sold in the IPO) was placed in the trust account.

Other than as described above, no payments were made by us to directors,

officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not repurchase any

of our equity securities during the year ended December 31, 2022.

The SEC declared the registration statement effective on

December 20, 2021.

paid a total of $3,450,000 in underwriting discounts and commissions and $609,623 for other costs and expenses related to the IPO.

and Dawson James, representatives of the several underwriters in the IPO, received a portion of the underwriting discounts and commissions

related to the IPO.

We also repaid the promissory note to the Sponsor from the proceeds of the IPO.

After deducting the underwriting

discounts and commissions and incurred offering costs, the total net proceeds from our IPO and the sale of the private placement warrants

was $193,647,500, of which $191,647,500 (or $10.10 per unit sold in the IPO) was placed in the trust account.

Other than as described

above, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates,

or to our affiliates.

of Equity Securities by the Issuer and Affiliated Purchasers

December 21, 2023, we held the Second Extension Meeting, at which our shareholders approved, among others, a proposal to extend the date

we would be required to consummate a business combination from December 22, 2023 to March 22, 2024.

In connection with the Second Extension

Meeting, public stockholders holding an aggregate of 140,663 Public Shares exercised

their right to redeem such shares for a per-share price, payable in cash, equal to the pro rata

portion of the trust account established at the consummation of our initial public offering, calculated as of two business days prior

to the consummation of the business combination .

Following the redemption, there were 6,027,219 shares of common stock issued

and outstanding.

following table contains monthly information about the repurchases of our equity securities for the three months ended December 31, 2023:

shares (or units)

purchased as part of

publicly announced

plans or programs

(d) Maximum number (or

approximate dollar value) of

shares (or units) that may yet be

purchased under the plans or

October 1 - October 31, 2023

November 1 - November 30, 2023

December 1 - December 31, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity