Announcement • Nov 20
Real Messenger Holdings Limited completed the acquisition of Nova Vision Acquisition Corporation (NasdaqCM:NOVV) in reverse merger transaction.
Real Messenger Holdings Limited signed an agreement to acquire Nova Vision Acquisition Corporation (NasdaqCM:NOVV) in reverse merger transaction for an enterprise value of $150 million on March 27, 2023. The Merger Consideration shall be comprised of two elements, namely: (x) the Initial Consideration and (y) the Earnout Consideration. The Initial Consideration shall be comprised of two elements, namely: (i) the Closing Payment Shares comprising 6 Million Purchaser Ordinary Shares, which shall be issued and paid to the Shareholders at the Closing as the Initial Consideration; and (ii) an additional 1.5 Million Purchaser Ordinary Shares, which shall be issued to the Shareholders at the Closing and held back as security for the Company’s representations and warranties. The Earnout Consideration shall comprise up to an additional 7.5 Million Purchaser Ordinary Shares which shall be issued at the Closing, retained by the Company, and shall be released (in whole or in part) to the Shareholders as Earnout Consideration contingent upon the achievement of certain future performance metrics set forth it. Upon the transaction's closing, the combined company will be named Real Messenger and will be listed on NASDAQ under the symbol "RMSG". Nova Vision Acquisition Corp. (NASDAQ: NOVV, the “Company”), a special purpose acquisition company, announced today that Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor has deposited into the Company’s trust account an aggregate of $75,030.26 (representing approximately $0.0416 per ordinary share issued at the Company’s initial public offering that has not been redeemed), in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from June 10, 2023 to July 10, 2023. As of August 4, 2023, Nova Vision Acquisition Corporation announces additional contribution to trust account to extend period to consummate Business Combination To September 10, 2023. Nova Vision’s board of directors has unanimously approved the Merger Agreement and the Plan and Articles of Merger, and unanimously recommends that Nova Vision’s shareholders vote “FOR” approval of each of the Proposals.
The transaction remains subject to approval by REAL and Nova’s shareholders, satisfaction of the conditions stated in the definitive business combination agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the registration statement on Form F-4 and the proxy statement/prospectus that Nova Vision will cause to file with the SEC, the receipt of certain regulatory approvals, and approval by the Nasdaq Stock Market to list the securities of the combined company and the Boards of Directors of REAL and Nova Vision have unanimously approved the proposed business combination. As of May 2, 2023, Nova Vision Acquisition Corp. (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $75,030.26 (the “Note”) to Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. In order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from May 10, 2023 to June 10, 2023 Hence, the Company extended the business combination period to June 10, 2023, by depositing $75,030.26 to the trust account on May 2, 2023. The transaction is expected to be completed in the third quarter of 2023. As of July, 6, 2023, the company has further extended the period from July 10, 2023 to August 10, 2023. The parties have agreed that the closing of the Business Combination shall occur no later than October 10, 2023. As of November 6, Nova Vision Acquisition Corp, announced today that Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor, has deposited into the Company’s trust account an aggregate of $69,763.37 in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from November 10, 2023 to December 10, 2023. As of February 8, 2024 Nova Vision Acquisition Corp, announced that Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor, has deposited into the Company’s trust account an aggregate of $69,763.37 in order to extend the period of time the company has to complete a business combination from February 10, 2024 to March 10, 2024. As of March 7, 2024 the parties entered into an Amendment No. 3 to the Merger Agreement. The parties have further agreed that the closing date of the Business Combination shall be extended to July 31, 2024. As of April 10, 2024 Nova Vision Acquisition Corp, announced today that Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor, has deposited into the Company’s trust account an aggregate of $69,763.37, in order to extend the period of time the Company has to complete a business combination for an additional one month period, from April 10, 2024 to May 10, 2024. As of June 10, 2024, Nova Vision Acquisition Corp. (NASDAQ: NOVV, the “Company”), a special purpose acquisition company, announced today that Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor (“Sponsor”), has deposited into the Company’s trust account (the “Trust Account”) an aggregate of $69,763.37 (representing approximately $0.045 per ordinary share issued at the Company’s initial public offering that has not been redeemed), in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from June 10, 2024 to July 10, 2024. The Company issued a promissory note to Sponsor with a principal amount equal to the amount deposited. The promissory note bears no interest and is convertible into the Company’s units (with each unit consisting of one ordinary share, one warrant to purchase one-half of one ordinary share, and one right to receive one-tenth of one ordinary share upon the consummation of the Company’s initial business combination) at a price of $10.00 per unit at the closing of a business combination by the Company. The purpose of the extension is to provide time for the Company to complete a business combination. On July 5, 2024, the Company issued an unsecured promissory note in an amount of $69,763 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until August 10, 2024. On August 6, 2024, the Company issued an unsecured promissory note in an amount of $6,301 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until September 10, 2024. On August 6, 2024, the Company issued an unsecured promissory note in an amount of $6,301 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until October 10, 2024.
Nixon Peabody LLP is serving as legal advisor to REAL Messenger, while Loeb & Loeb LLP is serving as legal advisor to Nova Vision. Brookline Capital Markets and EF Hutton, division of Benchmark Investments, LLC, are serving as financial advisors to Nova Vision. Advantage Proxy, Inc. acted as proxy solicitor and American Stock Transfer & Trust Company, LLC acted as transfer agent for Nova Vision.
Real Messenger Holdings Limited completed the acquisition of Nova Vision Acquisition Corporation (NasdaqCM:NOVV) in reverse merger transaction on November 19, 2024.