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

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, 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. , a special purpose acquisition company (“SPAC”), 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 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.

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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.

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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.