UNITED
STATES
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
June
29, 2023
Date
of Report (Date of earliest event reported)
Nova
Vision Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
British
Virgin Islands |
|
001-40713 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2
Havelock Road #07-12
Singapore |
|
059763 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +65 87183000
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one Ordinary Share, par value $0.0001 per share, one Redeemable Warrant entitling the holder to purchase one half
of an Ordinary Share, and one Right entitling the holder to receive one-tenth of an Ordinary Share |
|
NOVVU |
|
NASDAQ
Capital Market |
Ordinary
Shares |
|
NOVV |
|
NASDAQ
Capital Market |
Warrants |
|
NOVVW |
|
NASDAQ
Capital Market |
Rights |
|
NOVVR |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material definitive Agreement.
Amendment
to the Agreement and Plan of Merger
As
previously disclosed, on March 27, 2023, Nova Vision Acquisition Corp., a British Virgin Islands business company (“NOVA”
or “Parent”), entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise
modified from time to time, the “Merger Agreement”), by and between NOVA and Real Messenger Holdings Limited, a Cayman
Islands exempted company (the “Company”), pursuant to which (a) NOVA will form Real Messenger Corporation, a Cayman
Islands exempted company, as its wholly owned subsidiary (“Purchaser”), (b) Purchaser will form RM2 Limited, a Cayman
Islands exempted company, as its wholly owned subsidiary (“Merger Sub”), (c) NOVA will be merged with and into Purchaser
(the “Reincorporation Merger”), with Purchaser surviving the Reincorporation Merger, and (d) Merger Sub will be merged
with and into the Company (the “Acquisition Merger”), with the Company surviving the Acquisition Merger as a direct
wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). Following the Business Combination,
Purchaser will be a publicly traded company.
Joinder
Agreement
Also
as previously disclosed, each of Purchaser and Merger Sub were to sign a joinder agreement, agreeing to be bound by the Merger Agreement
as if such parties were parties thereto on the date of its signing. On June 27, 2023, each of Purchaser and Merger Sub was incorporated
under the laws of the Cayman Islands as an exempted company. On June 29, 2023, each of Purchaser, Merger Sub, Nova and the Company executed
that certain Joinder Agreement to the Merger Agreement (the “Joinder Agreement”), whereby each of Purchaser and Merger
Sub have agreed, effective upon execution, that it shall become a party to the Merger Agreement and shall be fully bound by, and subject
to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Merger Agreement as though an
original party thereto.
The
foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Joinder Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
IMPORTANT
NOTICES
Important
Notice Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933
and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending
transactions described above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include,
but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing
equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated
future financial and operating performance and results, including estimates for growth, the expected management and governance of the
combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,”
“intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements
are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about
general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially
from those indicated or anticipated.
Such
risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the
pending transaction, including the risk that the transaction may not close due to one or more closing conditions to the transaction not
being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity
prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations
or restrictions in connection with such approvals; (ii) risks related to the ability of NOVA and the Company to successfully integrate
the businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable
transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance,
operations or prospects of the NOVA or the Company; (v) risks related to disruption of management time from ongoing business operations
due to the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could have adverse effects
on the market price of NOVA’s securities; (vii) the risk that the proposed transaction and its announcement could have an adverse
effect on the ability of the Company to retain dealers and retain and hire key personnel and maintain relationships with their dealers
and product users and on their operating results and businesses generally; (viii) the risk that the combined company may be unable to
achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; and (ix) risks associated with the financing
of the proposed transaction. A further list and description of risks and uncertainties can be found in the Prospectus dated August 5,
2021 relating to NOVA’s initial public offering and in the Registration Statement and proxy statement that will be filed with the
SEC by NOVA and/or its subsidiary in connection with the proposed transactions, and other documents that the parties may file or furnish
with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.
Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only
to the date they were made, and NOVA, the Company and their subsidiaries undertake no obligation to update forward-looking statements
to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Additional
Information and Where to Find It
In
connection with the transaction described herein, NOVA and and/or its subsidiary will file relevant materials with the Securities and
Exchange Commission (the “SEC”), including the Registration Statement on Form S-4 or Form F-4 and a proxy statement
(the “Registration Statement”). The proxy statement and a proxy card will be mailed to shareholders as of a record
date to be established for voting at the stockholders’ meeting of NOVA shareholders relating to the proposed transactions. Shareholders
will also be able to obtain a copy of the Registration Statement and proxy statement without charge from NOVA. The Registration Statement
and proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to NOVA
at 2 Havelock Road #07-12, Singapore. INVESTORS AND SECURITY HOLDERS OF NOVA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT NOVA WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NOVA, THE COMPANY AND THE TRANSACTIONS DESCRIBED HEREIN.
Participants
in Solicitation
NOVA,
the Company and certain shareholders of NOVA, and their respective directors, executive officers and employees and other persons may
be deemed to be participants in the solicitation of proxies from the holders of NOVA ordinary shares stock in respect of the proposed
transaction. Information about NOVA’s directors and executive officers and their ownership of NOVA common stock is set forth in
the Prospectus dated August 5, 2021 and filed with the SEC. Other information regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents
can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the
securities of NOVA or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended, or an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
* |
Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of
any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
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.
Dated:
June 30, 2023
NOVA
VISION ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Eric Ping Hang Wong |
|
Name: |
Eric
Ping Hang Wong |
|
Title: |
Chief
Executive Officer |
|
Exhibit
10.1
JOINDER
AGREEMENT
This
JOINDER AGREEMENT, made and entered into as of June 29, 2023 (this “Joinder Agreement”), by and among Nova Vision
Acquisition Corp., a British Virgin Islands business company (“Parent”), Real Messenger Holdings Limited a Cayman
Islands exempted company (the “Company”), Real Messenger Corporation, a Cayman Islands exempted company and wholly
owned subsidiary of the Parent (“Purchaser”) and RM2 Limited, a Cayman Islands exempted company and wholly owned subsidiary
of Purchaser (“Merger Sub”). Reference is made to that certain Agreement and Plan of Merger (the “Merger
Agreement”), dated as of March 27, 2023, entered into by and between Parent and the Company. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
WHEREAS,
Purchaser was formed on June 29, 2023 for the sole purpose of the merger of Parent with and into Purchaser, in which Purchaser will be
the surviving entity;
WHEREAS,
Merger Sub was formed on June 29, 2023 for the sole purpose of merging with and into the Company, with the Company being the surviving
entity and becoming a wholly-owned subsidiary of Purchaser;
WHEREAS,
pursuant to Section 7.8 of the Merger Agreement, Purchaser and Merger Sub are required to execute and deliver this Joinder Agreement;
WHEREAS,
the parties hereto desire to execute this Joinder Agreement pursuant to which each of Purchaser and Merger Sub shall become party to
the Merger Agreement; and
WHEREAS,
the parties hereto desire to modify solely those provisions of the Merger Agreement as expressly set forth herein;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Joinder Agreement hereby agree as follows:
1.
Agreement to be Bound. Each of Purchaser and Merger Sub hereby agrees that upon execution of this Joinder Agreement, it shall
become a party to the Merger Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties,
rights, obligations and conditions of the Merger Agreement as though an original party thereto. Each of Parent and the Company consent
to such joinder and the resulting amendment to the Merger Agreement.
2.
Successors and Assigns. This Joinder Agreement shall be binding upon, enforceable by and inure to the benefit of the parties and
their respective successors and assigns.
3.
Entire Agreement. This Joinder Agreement represents the entire agreement between the parties hereto with respect to the subject
matter hereof and, except as expressly provided in this Joinder Agreement or the Merger Agreement, supersedes all prior negotiations,
representations or agreements, either oral or written, with respect to such subject matter.
4.
Counterparts. This Joinder Agreement may be executed in separate counterparts each of which shall be an original and all of which
taken together shall constitute one and the same agreement. This Joinder Agreement may be executed and delivered by facsimile or electronic
transmission.
5.
Governing Law. This Joinder Agreement and any claim, controversy or dispute arising under or related to this Joinder Agreement
shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed
wholly within such State (including in respect of the statute of limitations or other limitations period applicable hereto), and without
regard to the conflicts of laws principles thereof. Any dispute relating to this Agreement shall be resolved in accordance with the Dispute
Resolution provisions set forth in Section 13.10 of the Merger Agreement.
6.
Headings. The headings contained in this Joinder Agreement are for convenience of reference only and shall not be deemed to alter
or affect any provision hereof.
[signature
pages follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be effective as of the date first written above.
|
PARENT: |
|
Nova
Vision Acquisition Corp., a British Virgin Islands business company |
|
|
|
|
By:
|
/s/
Eric Ping Hang Wong |
|
Name:
|
Eric
Ping Hang Wong |
|
Title:
|
Chief
Executive Officer |
|
|
|
|
COMPANY: |
|
Real
Messenger Holdings Limited a Cayman Islands exempted company |
|
|
|
|
By:
|
/s/
Kwai Hoi Ma |
|
Name:
|
Kwai
Hoi Ma |
|
Title:
|
Managing
Director and CEO |
|
|
|
|
PURCHASER: |
|
|
|
Real
Messenger Corporation, a Cayman Islands exempted company |
|
|
|
|
By:
|
/s/
Eric Ping Hang Wong |
|
Name:
|
Eric
Ping Hang Wong |
|
Title:
|
Director |
|
|
|
|
MERGER
SUB: |
|
|
|
RM2
Limited, a Cayman Islands exempted company |
|
|
|
By: |
/s/
Eric Ping Hang Wong |
|
Name:
|
Eric
Ping Hang Wong |
|
Title:
|
Director |
Nova Vision Acquisition (NASDAQ:NOVVU)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Nova Vision Acquisition (NASDAQ:NOVVU)
Historical Stock Chart
Von Sep 2023 bis Sep 2024