Real Messenger to become publicly traded company on NASDAQ

REAL Messenger and Nova Vision Acquisition (NOVV) 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. Once the merger is completed, Wong will be a member of the combined company’s board of directors. 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. 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.