Real Messenger to Become a Publicly Traded Company on NASDAQ via Combination with Nova Vision Acquisition Corp.

Real Messenger to Become a Publicly Traded Company on NASDAQ via Combination with Nova Vision Acquisition Corp.

| By Author | June 28, 2023 1:15 PM ET

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REAL Messenger Holdings Limited, a social platform redefining the way we consume real estate content and focused on reinstating joy to the real estate journey, and Nova Vision Acquisition Corp. (NASDAQ: NOVV) ("Nova Vision"), a special purpose acquisition company ("SPAC"), today announced a definitive business combination agreement that will result in REAL Messenger becoming a publicly traded company. The proposed transaction will have a potential pre-money enterprise value of approximately $150 million at closing.

REAL Messenger's innovative social app, and the ecosystem that it enables, are already available in 35 countries. Going public via a SPAC merger signifies REAL's commitment to an international reach with developers and users across the globe. The proceeds from the transaction will provide the company with resources to scale its reach and business.

"In a short period, REAL Messenger has proven to be a critical asset for the real estate industry," said Thomas Ma, REAL Messenger co-founder and CEO. "We want to enable investors to invest in REAL Messenger earlier than they would through a traditional model. We believe the SPAC model will help us in our path to becoming THE social app for real estate. We are so confident in our technology and our business model that we have agreed for half of our consideration to be in the form of a performance earnout."

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Upon the transaction's closing, expected to be completed in the third quarter of 2023, the combined company will be named Real Messenger and will be listed on NASDAQ under the symbol "RMSG".

Pursuant to the transaction, Nova Vision, which currently holds approximately $19.0 million of cash in trust1, will combine with REAL and pay an aggregate consideration of up to $150 million. The shareholders of REAL shall receive $75 million in the form of Nova Vision ordinary shares at the closing, and may receive up to an additional $75 million in Nova Vision ordinary shares in the form of post-closing earnout consideration subject to meeting certain financial performance and stock price targets as set forth in the definitive business combination agreement.

As part of the transaction, Nova Vision is seeking to secure cash proceeds of up to $20 million from a private investment in public equity (PIPE), however, there can be no assurances that such investment will be available on terms acceptable to Nova Vision or REAL Messenger.

REAL's management team projects that current REAL equity holders will roll 100% of their equity interests into the combined company and will have approximately 80% ownership of the combined company.3 The co-founders of REAL will be under a lock-up for twelve months from the closing of the transaction.

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