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
August
27, 2024
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 |
|
NOVVW |
|
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.
The
disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
August 27, 2024, Nova Vision Acquisition Corp. (the “Company”) issued an unsecured promissory note in the aggregate principal
amount of $60,000 (the “Note”) to Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor (“Sponsor”)
in exchange for Sponsor providing such amount to the Company as the Company’s working capital. The Note does not bear interest
and matures upon the closing of a business combination by the Company. In addition, the Note may be converted by the holder into units
of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.
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 and the
Exchange Act 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.
The
forward-looking statements are based on the current expectations of the management of Nova Vision Acquisition Corp. (“Nova Vision”)
and Real Messenger Corporation, a Cayman Islands exempted company (“Real Messenger”), as applicable, and are inherently subject
to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can
be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number
of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements including: risks related to Real Messenger’s businesses and strategies; the ability
to complete the proposed business combination due to the failure to obtain approval from Nova Vision’s shareholders or satisfy
other closing conditions in the definitive merger agreement; the amount of any redemptions by existing holders of Nova Vision’s
ordinary shares; the ability to recognize the anticipated benefits of the business combination; other risks and uncertainties included
under the header “Risk Factors” in the registration statement on Form S-4, filed by Nova Vision with the SEC; and in Nova
Vision’s other filings with the SEC. 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 Vision, Real Messenger 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.
Important
Information for Investors and Stockholders
This
document relates to a proposed transaction between Nova Vision and Real Messenger. This document does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any jurisdiction
in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. Real Messenger filed a registration statement on Form S-4 with the SEC, which included a document that serves as a prospectus
and proxy statement of Nova Vision, referred to as a proxy statement/prospectus. A proxy statement/prospectus was sent to all of Nova
Vision’s shareholders on or about August 22, 2024. Nova Vision will also file other documents regarding the proposed transaction
with the SEC. Before making any voting decision, investors and security holders of Nova Vision are urged to read the registration statement
on Form S-4, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with
the proposed transaction as they become available because they will contain important information about the proposed transaction.
Shareholders
will also be able to obtain a copy of the Form S-4, including the proxy statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: Nova Vision Acquisition Corp., at 2 Havelock Road #07-12 Singapore 059763. Investors and security
holders will also be able to obtain free copies of the registration statement on Form S-4, the proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC by Nova Vision through the website maintained by the SEC at www.sec.gov.
INVESTORS AND SECURITY HOLDERS OF NOVA VISION ACQUISITION CORP. ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT NOVA VISION ACQUISITION CORP. WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NOVA VISION ACQUISITION CORP., REAL MESSENGER AND THE
TRANSACTIONS.
Participants
in the Solicitation
Nova
Vision and its directors and executive officers may be deemed participants in the solicitation of proxies from Nova Vision’s shareholders
with respect to the business combination. Information about Nova Vision’s directors and executive officers and a description of
their interests in Nova Vision is included in the proxy statement/prospectus for the proposed transaction and be available at the SEC’s
website (www.sec.gov). Additional information regarding the interests of such participants is contained in the proxy statement/prospectus
for the proposed transaction.
Real
Messenger and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the shareholders
of Nova Vision in connection with the proposed business combination. Information about Real Messenger’s directors and executive
officers and information regarding their interests in the proposed transaction is included in the proxy statement/prospectus for the
proposed transaction.
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 Vision or Real Messenger, 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.
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:
August 27, 2024 |
NOVA
VISION ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Eric Ping Hang Wong |
| |
Name: |
Eric
Ping Hang Wong |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY
NOTE
| Principal
Amount: $60,000 |
Dated
as of August 27, 2024 |
Nova
Vision Acquisition Corp. (the “Maker”), promises to pay to the order of Nova Pulsar Holdings Limited or its registered
assigns or successors in interest (the “Payee”) the principal sum of Sixty thousand U.S. Dollars ($60,000.00) in lawful
money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check
or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to
time designate by written notice in accordance with the provisions of this Note.
| 1. |
Principal.
The principal balance of this Promissory Note (this “Note”) shall be payable promptly after the date on which
the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described
in its initial public offering prospectus dated August 5, 2021 (the “Prospectus”)). In the event that a Business
Combination does not close on or prior to September 10, 2024, as such deadline may be further extended, this Note shall be deemed
to be terminated and no amounts will thereafter be due from Maker to Payee under the terms hereof. The principal balance may not
be prepaid without the consent of the Payee. |
| |
|
| 2. |
Conversion
Rights. The Payee has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”)
of the Maker, as described in the Prospectus, by providing the Maker with written notice of its intention to convert this note at
least one business day prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection
with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee
by (y) $10.00. |
| |
|
| |
(a) |
Fractional
Shares. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would
otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this note that would otherwise
be converted into such fractional share. |
| |
|
|
| |
(b) |
Effect
of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this note at least one business
day prior to the closing of a Business Combination, this Note shall be deemed to be converted on the date the Business Combination
closes. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing of a
Business Combination (assuming receipt of timely notice of conversion), issue and deliver to Payee, at Payee’s address set
forth on the signature page hereto or such other address requested by Payee, a certificate or certificates for the number of Units
to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities
laws), including a check payable to Payee for any cash amounts payable as a result of any fractional shares as described herein. |
| |
|
|
| 3. |
Interest.
No interest shall accrue on the unpaid principal balance of this Note. |
| |
|
| 4. |
Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note. |
| 5. |
Events
of Default. The following shall constitute an event of default (“Event of Default”): |
| |
(a) |
Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date
when due. |
| |
(b) |
Voluntary
Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation
or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of
any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing. |
| |
(c) |
Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker
in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for
a period of 60 consecutive days. |
| |
(a) |
Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
| |
|
|
| |
(b) |
Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee. |
| 7. |
Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee. |
| 8. |
Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented
to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
| 9. |
Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii)
personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted
delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice
in accordance with this Section: |
If
to Maker:
Nova
Vision Acquisition Corp.
2
Havelock Road #07-12
Singapore
Attn:
Eric Ping Hang Wong
If
to Payee:
Nova
Pulsar Holdings Limited
2
Havelock Road #07-12
Singapore
Attn:
Wing-Ho Ngan
Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
| 10. |
Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF. |
| 11. |
Jurisdiction.
The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement
(including a dispute relating to any non- contractual obligations arising out of or in connection with this agreement) and the parties
submit to the exclusive jurisdiction of the courts of New York. |
| 12. |
Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. |
| 13. |
Trust
Waiver. Payee has read the Prospectus and understands that Maker has established the trust account described in the Prospectus,
initially in an amount of $58,075,000 for the benefit of the public stockholders and the underwriters of Maker’s initial public
offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Maker may disburse
monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation
of Maker; or (ii) to Maker and the Underwriters after consummation of a Business Combination. |
| |
|
| |
Notwithstanding
anything herein to the contrary, Payee hereby agrees that it does not have any right, title, interest or claim of any kind in or
to any monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result
of, or arising out of, any negotiations, contracts or agreements with Maker and will not seek recourse against the trust account
for any reason whatsoever. |
| 14. |
Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker
and the Payee. |
| 15. |
Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void. |
| 16. |
Further
Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary
party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect
to this Promissory Note. |
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive Officer
the day and year first above written.
| |
Nova
Vision Acquisition Corp. |
| |
|
| |
By: |
/s/
Eric Ping Hang Wong |
| |
Name: |
Eric
Ping Hang Wong |
| |
Title: |
Chief
Executive Officer |
| Accepted
and Agreed: |
|
Nova
Pulsar Holdings Limited
|
|
| |
|
| By: |
/s/
Wing-Ho Ngan |
|
| Name: |
Wing-Ho
Ngan |
|
| Title: |
Director |
|
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