United States securities and exchange commission logo





                             July 28, 2023

       Kwai Hoi Ma
       Chief Executive Office
       Real Messenger Corp
       695 Town Center Drive, Suite 1200
       Costa Mesa, CA 92626

                                                        Re: Real Messenger Corp
                                                            Registration
Statement on Form F-4
                                                            Filed July 3, 2023
                                                            File No. 333-273102

       Dear Kwai Hoi Ma:

               We have reviewed your registration statement and have the
following comments. In some
       of our comments, we may ask you to provide us with information so we may
better understand
       your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-4 filed July 3, 2023

       Cover Page

   1.                                                   You state that after
the Business Combination, Nova Vision's current public shareholders
                                                        will own 10.57% of the
issued share capital of PubCo and Nova Vision's current directors,
                                                        officers and affiliates
will own approximately 8.06%. Please provide the calculations that
                                                        support these
disclosures or revise as necessary.
   2.                                                   We note that you will
be a controlled company under the Nasdaq listing rules following
                                                        the business
combination. Please include this disclosure on the prospectus cover page.
                                                        Additionally, include
the natural person(s) expected to exercise voting and other
                                                        dispositive power over
the company following the business combination.
 Kwai Hoi Ma
FirstName  LastNameKwai Hoi Ma
Real Messenger  Corp
Comapany
July       NameReal Messenger Corp
     28, 2023
July 28,
Page  2 2023 Page 2
FirstName LastName
Questions and Answers
Do any of Nova Visions directors or officers have interests that may conflict.
.. ., page 5

3.       We note your statement that    Nova Vision   s directors and officers
have an incentive to
         complete an initial business combination and may have a conflict of
interest in the
         transaction, including without limitation, in determining whether a
particular business is
         an appropriate business with which to effect Nova Vision   s initial
business combination.
         Please revise to discuss the fact that such a business combination may
be on terms that
         disfavor the public shareholders.
How will the Initial Shareholders vote?, page 6

4.       We note the disclosure on page 6 that the Initial Shareholders may
purchase NOVA
         Ordinary Shares in the open market or private transactions and have
agreed to vote those
         securities in favor of approval of the business combination
transaction. Please provide
         your analysis on how such potential purchases would comply with Rule
14e-5.
Will I experience dilution as a result of the business combination?, page 8

5.       It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions. Revise your disclosure to include the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
Additional Agreements Executed at the Signing of the Merger Agreement, page 18

6.       We note that the lock-up agreements to be entered into at closing will
be    subject to
         certain customary exceptions.    Please disclose these exceptions.
Risk Factors, page 28

7.       Your risk factor summary includes several risks that do not have
corresponding risk factor
         disclosure. For example, the risk factor summary states that you will
not obtain a fairness
         opinion from an unaffiliated third party. It also states that
significant redemptions could
         cause the PubCo Ordinary shares to become less liquid. These are
non-exhaustive
         examples. Please include a corresponding risk factor for each risk
mentioned in the risk
         factor summary and provide detailed discussion of why these factors
pose a risk to public
         shareholders.
8.       Please revise to include a risk factor highlighting that Nova Vision
has experienced a
         significant number of redemptions and could experience further
redemptions in
         connection with the business combination. This risk factor should
include a discussion of
         the impact that additional redemptions may have on your ability to
fund the surviving
         company, including the likelihood that you will be unable to raise
additional capital on
         favorable terms. Discuss the downward pressure potential sales of
securities following
         additional capital raising transactions may have on the trading price
of the combined
 Kwai Hoi Ma
FirstName  LastNameKwai Hoi Ma
Real Messenger  Corp
Comapany
July       NameReal Messenger Corp
     28, 2023
July 28,
Page  3 2023 Page 3
FirstName LastName
         entity.
Risk Related to Real Messenger's Business
We have identified material weaknesses in our internal control over financial
reporting..., page
36

9.       Please revise to describe the specific remediation measures you have
taken to date, if any,
         and those you still plan to take to address the material weaknesses in
your internal control
         over financial reporting. Also, disclose when you expect to fully
remediate these
         weaknesses and any material costs incurred to date as part of your
remediation plan. In
         addition, explain why you have repeated this risk factor, and others,
on page 40 or revise
         accordingly.
Risks Related to Nova Vision and the Business Combination, page 40

10.      We note that Nova Vision Acquisition has identified material
weaknesses in their internal
         control over financial reporting related to the lack of accounting
staff with appropriate
         knowledge of U.S. GAAP and SEC reporting, and as a result they have
determined that
         their disclosure controls and procedures and internal control over
financial reporting were
         not effective. Please revise to include a risk factor addressing Nova
Vision's material
         weaknesses and the results of their controls and procedures
evaluations.
Nova Vision shareholders will experience immediate dilution as a
consequence..., page 49

11.      We note your statement that having a minority share position may
reduce the influence
         that Nova Vision   s current shareholders have on management. Please
revise to highlight
         the unlikelihood that current Nova Vision shareholders will be able to
meaningfully effect
         any corporate changes that require a shareholder vote, including the
election of directors,
         future business combinations, rights issuances or stock-splits. These
examples are non-
         exhaustive.
Risks Related to PubCo's Securities
PubCo will be an "emerging growth company," as defined under the federal
securities laws...,
page 58

12.      You state that "if" the PubCo elects not to opt out of the extended
transition period for
         complying with new or revised accounting standards, such financial
statements may not
         be comparable to other public companies. Please revise to more clearly
state whether Real
         Messenger Corporation has made such election. Refer to Question 13 of
the Jumpstart Our
         Business Startups Act FAQs.
Nova Visions Reasons for Approval of the Business Combination, page 82

13.      We note your statement that board considered the listed factors
among other things.
         Please revise to include, without qualification, the full list of
material factors considered
         by the board when determining whether to approve of the business
combination.
 Kwai Hoi Ma
FirstName  LastNameKwai Hoi Ma
Real Messenger  Corp
Comapany
July       NameReal Messenger Corp
     28, 2023
July 28,
Page  4 2023 Page 4
FirstName LastName
Certain Projected Information of Real Messenger, page 87

14.      We note that you have provided a summary of the projections. Please
revise to include the
         full projections provided to the board. In addition, we note that Real
Messenger   s
         management relied on numerous assumptions to derive the projections.
Revise your
         discussion to include all material assumptions underlying the
projections and how they
         were used.
15.      We note that the board considered five years of Real Messenger
projections and that long-
         term projections are subject to increased uncertainty. Please tell us
how the board relied
         upon these projections. Further, tell us how the board was able to
determine that the
         forecasts reflecting more than straight line growth assumptions were
reasonable, in light
         of the extensive length and the company currently not having any
revenue generating
         operations and the significant number of redemptions.
Recommendation of Nova Vision Board, page 88

16.      We note your statement that the board has determined the Business
Combination with
         Real Messenger is in the best interests of Nova Vision and its
shareholders. Please clarify
         whether the board considered the business combination to be in the
best interests of Nova
         Vision   s unaffiliated shareholders.
Business of Real Messenger, page 95

17.      We note your disclosure that 95% of your members are U.S. based.
However, we note
         that a majority of your development team employees are located in Hong
Kong, and that
         you had a significant lax liability in Hong Kong for fiscal years 2021
and 2022. We
         further note your disclosure that you "shall not undertake a business
combination with any
         entity with its principal business operations in China (including Hong
Kong and Macau)",
         but that you have two subsidiaries located in Hong Kong. Please revise
to provide a more
         complete discussion regarding the extent of your business operations
in Hong
         Kong, quantify the percentage of employees based there as well as
whether any of your
         officers and directors are located in Hong Kong or China, and the
percentage of revenue
         that is attributable to your Hong Kong subsidiaries.
Increase Monetization While Creating Added Value for Our Members, page 101

18.      We note your statements regarding "increasing monetization" and
"further monetizing"
         your platform. Please revise these statements to avoid the implication
that the company
         has monetized its platform. To this end, we note that the company has
not generated any
         revenues from its platform or developed any monetized solutions to
date.
Management's Discussion and Analysis of Financial Condition and the Results of
Operations of
Real Messenger, page 109

19.      We note that you include a list of key metrics in your business
description on page 99. If
 Kwai Hoi Ma
FirstName  LastNameKwai Hoi Ma
Real Messenger  Corp
Comapany
July       NameReal Messenger Corp
     28, 2023
July 28,
Page  5 2023 Page 5
FirstName LastName
         these are key metrics used by management to assess the performance of
your business,
         please revise to list these metrics and how they are used by
management in management   s
         discussion of and analysis of financial condition and results of
operations.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Transactions, page 126

20.      You disclose that an additional 7,500,000 ordinary shares may be
issued to the Real
         Messenger shareholders as earnout consideration. Please tell us, and
revise to disclose,
         how you plan to account for the earnout consideration and provide the
authoritative
         literature that supports your view. Include your assessment of the
preliminary fair value of
         the earnout shares and revise the pro forma financial statements
accordingly. If you
         determine that the earnout shares will be accounted for as a
liability, disclose the factors
         that will impact the fair value of such shares and the resulting
impact on your pro forma
         financial statements.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance
Sheet, page 132

21.      Please revise pro forma adjustment (1) to cash and cash equivalents to
reflect the
         additional $225,000 deposited into the trust account by the Sponsor as
indicated on page
         132. Also, include a separate pro forma adjustment labeled (2) to cash
and cash
         equivalents to reflect the cash released from the trust account.
22.      We note pro forma adjustment (3) assumes that the Note payable and Due
to related
         parties will be settled with the issuance of 138,341 Nova ordinary
shares. Your disclosures
         on page 14 indicate that the Notes will either be paid upon
consummation of the business
         combination, or at the lender's discretion, converted into units at
$10.00 per unit. Please
         revise your pro forma notes to state, if true, that the note holders
have chosen to convert
         their notes rather than cash settle the debt. If they have not done
so, explain why you are
         assuming payment in shares.
23.      You disclose in pro forma adjustment (4) that transaction costs are
not included in the pro
         forma condensed combined statement of operations as they are
nonrecurring.    Please
         revise to reflect any unrecorded transaction costs that will be
expensed as part of the
         merger in the pro forma condensed combined statement of operations,
effective as of the
         beginning of the fiscal year presented. To the extent these costs will
not impact the results
         of the combined entity beyond 12 months after the merger, revise to
indicate as such in the
         notes to the pro forma condensed combined financial statements. Refer
to Rule 11-
         02(a)(6)(B) and 11-02(a)(11)(i) of Regulation S-X.
24.      Pro forma note (5) includes a discussion of the public shares redeemed
and the
         related redemption payment on November 9, 2022. Considering the
redemptions are
         already reflected in the historical financial statements of Nova
Vision, please revise to
 Kwai Hoi Ma
FirstName  LastNameKwai Hoi Ma
Real Messenger  Corp
Comapany
July       NameReal Messenger Corp
     28, 2023
July 28,
Page  6 2023 Page 6
FirstName LastName
         remove this disclosure from pro forma note (5). Instead, disclose the
fact that the deferred
         underwriting fees payable upon consummation of the merger will be
based on 3% of the
         the trust balance, subject to a $500,000 minimum. Also, include a
separate pro forma
         footnote to reflect the cash that will be paid to redeem additional
shares under the interim
         and maximum redemption scenarios.
25.      We note that you intend to enter into subscription agreements with
investors for the
         private placement of your ordinary shares. Please tell us whether any
subscriptions
         agreements have been finalized to date. To the extent you do not have
subscription
         agreements in place, tell us your basis for assuming the issuance and
conversion of private
         placement notes in pro forma balance sheet. In this regard, consider
removing pro forma
         adjustments (8) and (9) from the pro forma financial statements and
instead include a
         footnote only discussion of the impact to your pro forma financial
statements, including
         your earnings per share, if you were to receive such financing or the
implications to your
         business if such agreements are not finalized.
Earnings per share, page 134

26.      Please revise to clarify what the weighted average shares outstanding
in the second chart
         on page 134 is intending to convey. In this regard, we note that the
11,815,703 includes
         Nova public rights and Nova rights included in the Private Units.
Considering such rights
         will convert into ordinary shares upon consummation of the Business
Combination,
         explain why such shares are not included in the pro forma per share
calculations or revise.
Experts, page 173

27.      We note that Friedman LLP opined on the company's March 31, 2022
financial statements
         while Marcum Asia CPAs LLP opined on the March 31, 2023 financial
statements. Please
         revise to include the disclosures required by Item 14(j) of Form F-4
and Item 16F of Form
         20-F or explain.
Nova Vision Acquisition Corp Financial Statements, page F-1

28.      Please update to include the appropriate interim period financial
statements in the next
         amendment. Refer to Rule 8-08 of Regulation S-X.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
 Kwai Hoi Ma
Real Messenger Corp
July 28, 2023
Page 7

on the financial statements and related matters. Please contact Austin Pattan,
Staff Attorney, at
(202) 551-6756 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any
other
questions.



                                                             Sincerely,
FirstName LastNameKwai Hoi Ma
                                                             Division of
Corporation Finance
Comapany NameReal Messenger Corp
                                                             Office of
Technology
July 28, 2023 Page 7
cc:       Lawrence Venick
FirstName LastName