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: December 20, 2002 Ponte Nossa Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 0-25611 33-0838660 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 18271 McDurmott West, Suite A-1 Irvine, California 92614 (Address of principal executive offices) Registrant's telephone number, including area code: (949) 474-7020 Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure. On December 20, 2002, the Registrant entered into a Second Amended and Restated Agreement and Plan of Merger with VisiJet, Inc. and VisiJet Acquisition Corporation, relating to the proposed merger between Registrant and VisiJet, Inc. The Second Amended and Restated Agreement and Plan of Merger amends and restates the Amended and Restated Agreement and Plan of Merger between Registrant, VisiJet, Inc., and VisiJet Acquisition Corporation, dated as of November 27, 2002 Item 7. Financial Statements and Exhibits Exhibit 2 Second Amended and Restated Agreement and Plan of Merger, dated December 20, 2002 between Registrant, VisiJet, Inc. and VisiJet Acquisition Corporation. 2 Signatures 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. Ponte Nossa Acquisition Corp. By: /s/ Laurence Schreiber ------------------------------------------- Laurence Schreiber, Chief Executive Officer Date: January 7, 2003 3