Item 7.01. Regulation FD Disclosure.
On February 1, 2023, New Vista Acquisition Corp ("New Vista" or the "Company")
issued a press release announcing that it has entered into a non-binding letter
of intent for a business combination with Verijet Holding Company LLC
("Verijet"). A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
Completion of the potential business combination is subject to, among other
matters, the completion of due diligence, the negotiation of a definitive
agreement providing for the potential business combination, satisfaction of the
conditions negotiated therein and approval of the potential business combination
by board and equity holders of both companies, as well as regulatory approvals.
Accordingly, there can be no assurance that the parties will successfully
negotiate and enter into a definitive agreement, or that the potential business
combination will be consummated on the terms or timeframe currently
contemplated, or at all.
The information 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
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise be subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference into any of the filings 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 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 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.
If New Vista and Verijet enter into a definitive agreement with respect to the
potential business combination, New Vista will file with the SEC a proxy
statement (the "Business Combination Proxy Statement"). New Vista will send the
Business Combination Proxy Statement to its shareholders and may file other
documents regarding the potential business combination with the SEC. This
communication is not a substitute for the Business Combination Proxy Statement
or any other document that New Vista may send to its shareholders in connection
with the potential business combination. INVESTORS AND SECURITY HOLDERS OF NEW
VISTA ARE URGED TO READ THE BUSINESS COMBINATION 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, VERIJET, THE
POTENTIAL BUSINESS COMBINATION AND RELATED MATTERS. Investors and security
holders of New Vista will be able to obtain free copies of the Business
Combination Proxy Statement and other documents (including any amendments or
supplements thereto) containing important information about New Vista and
Verijet once those documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov. New Vista makes available copies of
materials they file with, or furnish to, the SEC free of charge at its website
www.newvistacap.com/investor-relations.
Participants In The Solicitation
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.
Item 9.01. Financial Statements and Exhibits.
(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)
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