UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| N/A | ||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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(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 | ||
| , 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 | Capital Market | |||
| 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 (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.
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.
On August 15, 2023, the parties to the Merger Agreement, including Purchaser and Merger Sub, entered into an Amendment No. 1 to the Merger Agreement (the “Amendment”).The Amendment serves to amend the Merger Agreement as follows:
Consideration
Pursuant to the Amendment, Purchaser will issue 4,500,000 ordinary shares with a deemed price per share of US$10.00 for a total value of $45,000,000 (“Aggregate Stock Consideration”) to the current shareholders of the Company (the “Shareholders”), among which, 4,050,000 ordinary shares (the “Closing Payment Shares”) will be delivered to the Shareholders at the Closing and 450,000 ordinary shares will be held back by Purchaser for one year after the closing of the Merger Agreement (the “Closing”) as security for indemnification obligation of the representations and warranties of the Company as set forth in the Merger Agreement (the “Holdback Shares”). The Closing Payment Shares consist of 3,600,000 Class B ordinary shares and 900,000 Class A ordinary shares.
The Earnout
Pursuant to the Amendment, the shareholders of the Company will not be entitled to any ordinary shares (the “Earnout Shares”) as contingent post-closing earnout consideration.
The Closing
The parties have agreed that the closing of the Business Combination shall occur no later than October 10, 2023 (the “Outside Date”). The Outside Date may be extended upon the written agreement of the parties.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
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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 Registration Statement on Form F-4 filed by the Company 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.
| EXHIBIT NO. | DESCRIPTION | |
| 10.1 | Amendment No. 1 to the Merger Agreement dated August 15, 2023 by and among Nova Vision Acquisition Corp, Real Messenger Corporation, RM2 Limited and Real Messenger Holdings Limited | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | 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. |
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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 17, 2023
| NOVA VISION ACQUISITION CORP. | ||
| By: | /s/ Eric Ping Hang Wong | |
| Name: | Eric Ping Hang Wong | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
Execution Version
AMENDMENT No. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 dated as of August 15, 2023 (the “Amendment”) is to amend the Agreement and Plan of Merger (the “Original Merger Agreement”) which was made and entered into as of March 27, 2023, and modified by a Joinder Agreement dated as of June 29, 2023 (the “Joinder”), 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”). The Original Merger Agreement as amended by the Joinder is referred to herein as the “Existing Merger Agreement.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Merger Agreement.
Recitals
WHEREAS, pursuant to Section 13.2(a) of the Existing Merger Agreement, the Existing Merger Agreement may be amended by a writing signed by each of the Purchaser Parties and the Company; and
WHEREAS, the Purchaser Parties and the Company desire to amend the Existing Merger Agreement to reflect the changes agreed between the parties and to clarify certain terms and conditions set forth therein.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Amendment of Certain Provisions.
(a) Definitions:
The defined term “Earnout Consideration” is hereby deleted.
The defined term “Initial Consideration” is hereby deleted.
The defined term “Merger Consideration” is hereby amended in its entirety to read as follows:
“Merger Consideration” means Forty-Five Million Dollars ($45,000,000), in the form of Four Million Five Hundred Thousand (4,500,000) Purchaser Ordinary Shares valued at Ten Dollars ($10.00) each. All of the Merger Consideration will be payable (i) if to the Principal Shareholder, in Class B Purchaser Ordinary Shares, and (ii) if to any Shareholder other than the Principal Shareholder, in Class A Purchaser Ordinary Shares.
(b) Definitions - Glossary: References to “Earnout” and “Earnout Shares” in the Glossary are hereby deleted.
(c) Section 4.1(a):
Section 4.1(a) is hereby amended in its entirety to read as follows:
“4.1 Conversion of Shares.
(a) Conversion of Company Ordinary Shares. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of Parent, Purchaser, Merger Sub, the Company or the Shareholders, the Company Ordinary Shares (other than the Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, the applicable number of Purchaser Ordinary Shares for such number of Company Ordinary Shares as is specified in this Agreement and in Schedule A. The Merger Consideration shall be comprised of two elements, namely: (i) the Closing Payment Shares comprising Four Million Fifty Thousand (4,050,000) Purchaser Ordinary Shares, which shall be issued and paid to the Shareholders at the Closing; and (ii) an additional Four Hundred Fifty Thousand (450,000) Purchaser Ordinary Shares, which shall be issued to the Shareholders at the Closing and held back as security for the Company’s representations and warranties as further set forth in Article XI (the “Holdback Shares”). All Purchaser Ordinary Shares issued as Merger Consideration shall be valued at ten dollars ($10.00) per share.”
(d) Section 4.1(h):
Section 4.1(h) is hereby amended in its entirety to read as follows:
“4.1(h): [RESERVED]”
(e) Section 4.2(b):
Section 4.2(b) is hereby amended in its entirety to read as follows:
“(b): Issuance of Purchaser Ordinary Shares. As of the Closing Date, Purchaser shall issue an aggregate of four million five hundred thousand (4,500,000) Purchaser Ordinary Shares (comprised of nine hundred thousand (900,000) Class A Purchaser Ordinary Shares and three million six hundred thousand (3,600,000) Class B Purchaser Ordinary Shares as provided herein), which amount represents the sum of (i) the Closing Payment Shares (4,050,000) and (ii) the Holdback Shares (450,000). At the Closing, Purchaser shall deliver the Closing Payment Shares to the Shareholders (in such denominations and proportions as are provided in Schedule A) and shall retain the Holdback Shares (also referred to as the “Exchange Fund”). Purchaser shall pay all or a portion of the Holdback Shares in accordance with the terms of this Agreement. In the event that any Holdback Shares are surrendered back to Purchaser for indemnity obligations, the Holdback Shares so surrendered shall be cancelled by Purchaser. The Exchange Fund shall not be used for any other purpose other than as contemplated by this Agreement.”
(f) Section 12.1(d)(i):
Section 12.1(d)(i) is hereby amended in its entirety to read as follows:
“(i) on or after October 10, 2023 (the “Outside Date”), if the Acquisition Merger shall not have been consummated prior to the Outside Date; provided, however, that the right to terminate this Agreement under this Section 12.1(d)(i) shall not be available to a Party if the failure of the Acquisition Merger to have been consummated on or before the Outside Date was due to such Party’s breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in this Agreement; or”
(g) Schedule A:
Schedule A is hereby amended in its entirety to read as set forth in Annex A hereof.
(h) Schedule B:
Schedule B of the Agreement (including all references thereto in the Agreement) is hereby deleted in its entirety.
2. Miscellaneous.
(a) Except as expressly provided in this Amendment, the Existing Merger Agreement shall remain in full force and effect, and all references to “this Agreement,” “herein” or using similar terms in the Existing Merger Agreement shall mean the Existing Merger Agreement as further amended by this Amendment. In the event of a conflict between the terms of this Amendment and the Existing Merger Agreement, the terms of this Amendment shall prevail over and supersede the conflicting terms in the Existing Merger Agreement.
(b) Section 9.6 (Confidentiality), Section 13.1 (Notices), Section 13.5 (Publicity), Section 13.8 (Governing Law), Section 13.9 (Waiver of Jury Trial), and Section 13.10 (Submission to Jurisdiction) of the Existing Merger Agreement shall apply to this Amendment mutatis mutandis as if set out herein.
(c) This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Amendment will become effective when duly executed and delivered by each of the parties hereto. Counterpart signature pages to this Amendment may be delivered by electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.
[The remainder of this page intentionally left blank; signature pages to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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 | |
Execution Version
ANNEX A
SCHEDULE A—SHAREHOLDER INFORMATION
Part 1 – Shareholders of the Company as of the Signing Date
| Name of Shareholders | Company Class A Ordinary Shares | Company Class B Ordinary Shares | Shares Ownership Percentage | |||||||||
| Kwai Hoi Ma | 0 | 4,000,000 | 80 | % | ||||||||
| Fredrik Eklund | 1,000,000 | 1 | 0 | 20 | % | |||||||
| Total | 1,000,000 | 4,000,000 | 100.00 | % | ||||||||
Part 2 – Shareholders of the Company as of the Closing Date2
| Name of Shareholder | Company Class A Ordinary Shares | Company Class B Ordinary Shares | Shares Ownership Percentage | Closing Payment Shares* | Holdback Shares* | |||||||||||||||
| Kwai Hoi Ma | 0 | 4,000,000 | 80 | % | 3,645,000 | 405,000 | ||||||||||||||
| Fredrik Eklund | 1,000,000 | 0 | 20 | % | 405,000 | 45,000 | ||||||||||||||
| Total | 1,000,000 | 4,000,000 | 100.00 | % | 4,050,000 | 450,000 | ||||||||||||||
*Kwai Hoi Ma to receive all Class B Purchaser Ordinary Shares. Fredrik Eklund to receive all Class A Purchaser Ordinary Shares.
1 Restricted Shares and subject to the terms of a Restricted Stock Grant Agreement dated as of June 15, 2022
2 To be revised by the Company if and as required between the Signing Date and the Closing Date.