Transaction signals REAL’s intent to connect
the global real estate community, and scale its reach and business
across the globe.
REAL Messenger Holdings Limited ("REAL Messenger” or simply
“REAL"), 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.
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the full release here:
https://www.businesswire.com/news/home/20230328005554/en/
REAL is revolutionizing the real estate experience, creating a
world where real estate is joyful and fun, the different
stakeholders in the real estate community are connected, the
fragmented businesses of the real estate industry are integrated
into one compatible platform and agents have control over their
content listings.
Through the use of social network and domain-specific
proprietary AI-trained data, REAL will offer an internationally
universal platform for all, providing an enhanced value proposition
for stakeholders and businesses. By combining proprietary, dynamic
data with static data, our AI engine can help to unlock new
insights, determine workflows and improve decision-making and
productivity at every step of the real estate journey.
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.”
Added Fredrik Eklund, REAL’s co-founder and chief visionary, the
co-founder of Douglas Elliman’s The Eklund|Gomes Team, “The real
estate industry has had a real thirst for a global social network
for years… and REAL Messenger, powered by AI, is quickly leading
the way. By going public we can run even faster and enter even more
markets. This is the future of real estate, and I’m proud to be the
co-founder of the company. Leading the #1 team in the nation, I
have over 100 agents operating through 13 offices in five states,
and we all use the REAL Messenger app with incredible success.”
“Since its launch, REAL has continued to create innovative ways
to deliver content and connect stakeholders in the real estate
community. Agents use it for its speed and convenient chat and
networking functions, and buyers and sellers use it to connect with
agents that cater to their customized needs. Unlike previous
proptech models that lag behind in innovation and fail to be
sustainable, REAL provides a social communication platform for one
of the largest industry verticals. We are excited to partner with
Thomas Ma, Fredrik Eklund and the rest of REAL’s young and
energetic management team to help REAL Messenger go public, which
will help them accelerate its reach and growth plans,” said Eric
Wong, CEO of Nova Vision.
Once the merger is completed, Wong will be a member of the
combined company’s board of directors.
Transaction Overview
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.2
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.
The Boards of Directors of REAL and Nova Vision have unanimously
approved the proposed business combination, though 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.
Advisors
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, a division of Arcadia
Securities, LLC and EF Hutton, division of Benchmark Investments,
LLC, are serving as capital markets advisors to Nova Vision.
Investor Presentation
REAL and Nova Vision have posted an investor presentation that
can be accessed here.
Nova Vision will file a Current Report on Form 8-K, which
includes a copy of the business combination agreement and the
investor presentation, with the Securities and Exchange Commission,
which is available at www.sec.gov as well as on Nova Vision’s
website at www.novavisionacquisition.com.
About REAL Messenger
REAL Messenger is a technology company built as a social
platform focused on reinstating joy, fun and a sense of community
to every stage of the real estate journey. REAL connects the
different stakeholders involved to ultimately integrate the
fragmented businesses of the industry into one compatible,
universal platform, using our social network platform, data and AI.
REAL’s AI engine, built for the real estate industry and trained on
meaningful dynamic data, can recognize domain-specific patterns and
trends while enhancing the productivity of all stakeholders. More
information about REAL is available on REAL Messenger’s website at
www.real.co.
About Nova Vision Acquisition Corp. (NASDAQ: NOVV)
Nova Vision Acquisition Corp. (NASDAQ: NOVV) is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. Nova
Vision Acquisition Corp. targets companies that focus in the
fintech, proptech, consumertech, and supply chain management
industries or technology companies that serve these or other
sectors.
Additional Information and Where to Find It
For additional information on the proposed business combination,
see Nova Vision's Current Report on Form 8-K, which will be filed
concurrently with this press release. In connection with the
proposed business combination, Nova Vision intends to file relevant
materials with the Securities and Exchange Commission ("SEC"),
including a registration statement on Form F-4, which will include
a proxy statement/prospectus of Nova Vision, and will file other
documents regarding the proposed business combination with the SEC.
Nova Vision’s shareholders and other interested persons are advised
to read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy statement and
documents incorporated by reference therein filed in connection
with the proposed business combination, as these materials will
contain important information about REAL, Nova Vision and the
proposed business combination. Promptly after the Form F-4 is
declared effective by the SEC, Nova Vision will provide the
definitive proxy statement/prospectus and a proxy card to each
shareholder entitled to vote at the meeting relating to the
approval of the business combination and other proposals set forth
in the proxy statement/prospectus. Before making any voting or
investment decision, investors and shareholders of Nova Vision are
urged to carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed business combination. The documents
filed by Nova Vision with the SEC may be obtained free of charge at
the SEC's website at www.sec.gov as well as on Nova Vision’s
website at www.novavisionacquisition.com.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any offer, solicitation
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Participants in the Solicitation
Nova Vision and its directors and executive officers may be
deemed participants in the solicitation of proxies from its
shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Nova Vision will be included in
the proxy statement/prospectus for the proposed business
combination when available at www.sec.gov as well as on Nova
Vision’s website at www.novavisionacquisition.com. Information
about Nova Vision's directors and executive officers and their
ownership of Nova Vision shares is set forth in Nova Vision’s 10-K,
filed on March 15, 2022. Other information regarding the interests
of the participants in the proxy solicitation will be included in
the proxy statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source[s] indicated above.
REAL and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
shareholders of Nova Vision in connection with the proposed
business combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed business combination will be included in the proxy
statement/prospectus for the proposed business combination.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, plans, objectives,
expectations and intentions with respect to future operations,
products and services; and other statements identified by words
such as "will," "are expected to," "is anticipated," "estimated,"
"believe," "intend," "plan," "projection," "pro forma," "outlook"
or words of similar meaning. These forward-looking statements
include, but are not limited to, statements regarding REAL’s
industry and market sizes, future opportunities for REAL and Nova
Vision, REAL's estimated future results and the proposed business
combination between Nova Vision and REAL, including pro forma
market capitalization, pro forma revenue, the expected transaction
and ownership structure and the likelihood, timing and ability of
the parties to successfully consummate the proposed transaction.
Such forward-looking statements are based upon the current beliefs
and expectations of Nova Vision's and REAL's management and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond Nova Vision's or REAL's
control. Actual results and the timing of events may differ
materially from the results anticipated in these forward-looking
statements. Except as required by law, Nova Vision and REAL do not
undertake any obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise.
1 Trust amount is before any Nova shareholder redemptions made
prior to the Nova shareholder meeting to approve this transaction.
2 There can be no assurances that any additional private financing
will be consummated. 3 REAL equity holders ownership in the
combined company assumes full achievement of earnout
milestones.
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version on businesswire.com: https://www.businesswire.com/news/home/20230328005554/en/
Investor Relations
Real Messenger Holdings Limited ir@real.co
Nova Vision Acquisition Corp. info@novavisionacquisition.com
Media Contact
Rachel Verne Rachelverne@bospar.com
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