F-4/A 1 formf-4a.htm

 

As filed with the Securities and Exchange Commission on November 13, 2023

 

Registration No. 333-273102

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Amendment No. 4

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Real Messenger Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Cayman Islands   7389   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

 

 

695 Town Center Drive, Suite 1200,

Costa Mesa, CA 92626

Telephone: +1 657 408 8684

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Mr. Kwai Hoi Ma, 695 Town Center Drive, Suite 1200,

Costa Mesa, CA 92626

Telephone: +1 657 408 8684

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies of communications to:
 

Lawrence Venick, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Telephone: (212) 407-4000

Facsimile: (212) 407-4990

 

David Cheng, Esq.

David R. Brown, Esq. 

Nixon Peabody LLP

70 West Madison St.

Suite 5200

Chicago, IL 60602-4378

Telephone: (312) 977-4400

Facsimile: (312) 977-4405

 

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement are satisfied or waived.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

 

†-The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

  

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION DATED NOVEMBER 13, 2023

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

NOVA VISION ACQUISITION CORP.

AND PROSPECTUS FOR ORDINARY SHARES, RIGHTS AND WARRANTS

OF REAL MESSENGER CORPORATION

 

Proxy Statement/Prospectus dated [    ], 2023

and first mailed to the shareholders of Nova Vision Acquisition Corp. on or about [    ], 2023

 

To the Shareholders of Nova Vision Acquisition Corp.:

 

You are cordially invited to attend the extraordinary general meeting of the Shareholders of Nova Vision Acquisition Corp. (“Nova Vision,” “NOVA,” “we”, “our”, or “us”), which will be held at [    ], on [    ], 2023 (the “Extraordinary General Meeting”) and virtually using the following dial-in information:

 

US Toll Free [    ]
International Toll [    ]
Participant Passcode [    ]

 

To help ensure that all shareholders may conveniently participate in the Extraordinary General Meeting, and in the interests of continuing to protect the health and well-being of our shareholders, the board of directors of Nova Vision (the “Nova Vision Board” or “NOVA Board”) has determined to utilize virtual shareholder meeting technology. We encourage shareholders to attend the Extraordinary General Meeting.

 

Nova Vision is a British Virgin Islands company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.” The business combination will be completed through a two-step process consisting of the Redomestication Merger (as defined below) and the Acquisition Merger (as defined below). The Redomestication Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.”

 

Nova Vision has entered into a merger agreement with Real Messenger Holdings Limited, a Cayman Islands exempted company (“Real Messenger”), dated as of March 27, 2023, which was amended as of August 15, 2023 (as it may be further amended from time to time, the “Merger Agreement”), which provides for a Business Combination between Nova Vision and Real Messenger. Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Merger Agreement by the shareholders of Nova Vision, Nova Vision will merge with and into Real Messenger Corporation, a Cayman Islands exempted company to be formed shortly after the signing of the Original Merger Agreement as a wholly owned subsidiary of Nova Vision (such company before the Business Combination is referred to as “NewCo” and upon and following the Acquisition Merger is hereinafter sometimes referred to as “PubCo”), with NewCo remaining as the surviving publicly traded entity (the “Redomestication Merger”); (ii) substantially concurrently with the Redomestication Merger, RM2 Limited (“Merger Sub”), a Cayman Islands exempted company to be formed shortly after the signing of the Original Merger Agreement as a wholly owned subsidiary of NewCo, will be merged with and into Real Messenger, with Real Messenger remaining as the surviving entity, resulting in Real Messenger being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among Nova Vision, Real Messenger, NewCo and Merger Sub. The aggregate consideration for the Acquisition Merger (the “Merger Consideration”) is $50,000,000. The Merger Consideration will be paid in the form of 5,000,000 newly issued PubCo Ordinary Shares (as defined below) valued at $10.00 per share, which is comprised of (A) 4,550,000 PubCo Ordinary Shares (the “Closing Payment Shares”) which shall be issued at the Closing and (B) 450,000 PubCo Ordinary Shares (the “Holdback Shares”, together with the Closing Payment Shares, the “Merger Consideration Shares”) which shall be issued at the Closing and are subject to surrender and forfeiture for indemnification obligations under the Merger Agreement. The Merger Agreement dated as of March 27, 2023, prior to its amendment on August 15, 2023 and again on October 27, 2023, is sometimes referred to herein as the “Original Merger Agreement.” The August 15, 2023 and October 27, 2023 amendment to the Original Merger Agreement are sometimes referred to herein as the “First MA Amendment” and the “Second MA Amendment”, respectively, and collectively as the “Merger Agreement Amendments.”

 

  

 

 

Each of NewCo and Merger Sub was incorporated on June 27, 2023. On June 29, 2023, NewCo and Merger Sub executed a joinder agreement with Nova Vision and Real Messenger, pursuant to which NewCo and Merger Sub agreed to be bound by the terms of the Original Merger Agreement. The First MA Amendment was signed on August 15, 2023; and the Second MA Amendment was signed on October 27, 2023.

 

The PubCo Ordinary Shares are classified into class A ordinary shares (“PubCo Class A Ordinary Shares”) and class B ordinary shares (“PubCo Class B Ordinary Shares,” together with PubCo Class A Ordinary Shares, collectively “PubCo Ordinary Shares”) where each PubCo Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of PubCo and each PubCo Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to vote at all general meetings of PubCo. The Merger Consideration will be paid 72% in PubCo Class B Ordinary Shares and 28% in PubCo Class A Ordinary Shares. At the Closing of the Business Combination, the former Nova Vision shareholders will receive the consideration specified below and the Real Messenger Shareholders will receive the Merger Consideration consisting of an aggregate of 5,000,000 PubCo Ordinary Shares, comprised of 1,400,000 PubCo Class A Ordinary Shares and 3,600,000 PubCo Class B Ordinary Shares, of which 90,000 PubCo Class A Ordinary Shares and 360,000 PubCo Class B Ordinary Shares are to be issued as the Holdback Shares to satisfy any indemnification obligations incurred under the Merger Agreement, and which will be subject to surrender and forfeiture for indemnification obligations under the Merger Agreement. A total of 900,000 of the PubCo Class A Ordinary Shares to be issued in the Acquisition Merger will be issued to an individual who, as of the date of this proxy statement/prospectus, is the owner of 1,000,000 restricted shares of Real Messenger. The agreement governing these restricted shares provides that all existing restrictions on shares shall lapse on the date that both (i) the Business Combination is consummated and (ii) such shareholder is an active employee of Real Messenger and/or any successor entity (such as PubCo). In addition, a number of PubCo Class A Ordinary Shares equal to 20% of the outstanding PubCo Ordinary Shares as of the Closing (and after giving effect to all redemptions) will be reserved and authorized for issuance under the 2023 Real Messenger Corporation 2023 Employee Incentive Plan upon Closing (the “Incentive Plan”).

 

On October 4, 2023, Real Messenger completed a private placement of convertible notes (“Convertible Notes”) in an aggregate principal amount of $5,000,000 (the “Private Placement”) with three investors (the “Private Placement Investors”). The Convertible Notes will convert into an aggregate of 500,000 PubCo Ordinary Shares at the closing of the Business Combination. In connection with the Private Placement, Nova Pulsar Holdings, Nova Vison’s sponsor (the “Sponsor”) agreed to transfer an aggregate of 500,000 additional PubCo Ordinary Shares to the Private Placement Investors upon the Closing of the Business Combination. (These 500,000 additional PubCo Class A Ordinary Shares are included in the Merger Consideration.) Certain of the Private Placement Investors are affiliated with the principal shareholder of Real Messenger.

 

At the Extraordinary General Meeting, Nova Vision shareholders will be asked to consider and vote upon the following proposals:

 

1.approval of the Redomestication Merger and the Plan and Articles of Merger (as defined below), which we refer to as the “Redomestication Merger Proposal” or “Proposal No. 1;”

 

2.approval of the Acquisition Merger, which we refer to as the “Acquisition Merger Proposal” or “Proposal No. 2;”

 

3.approval, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 5,000,000 PubCo Ordinary Shares in connection with the Business Combination and related financings, which we refer to as the “Nasdaq Proposal” or “Proposal No. 3”;

 

4.approval of the Governance Proposal, which we refer to as the “Governance Proposal” or “Proposal No. 4”; and

 

5.approval of PubCo’s 2023 Equity Incentive Plan, which we refer to as the “Incentive Plan Proposal” or “Proposal No. 5.” A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex C; and

 

  

 

 

6.approval to adjourn the Extraordinary General Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No. 6” and, together with the Redomestication Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposal, the Governance Proposal and the Incentive Plan Proposal,

 

collectively, the “Proposals.”

 

If Nova Vision shareholders approve the Redomestication Merger Proposal and the Acquisition Merger Proposal, then, immediately prior to the consummation of the Business Combination, all outstanding units of Nova Vision (each of which consists of one NOVA Ordinary Share, one NOVA Warrant and one NOVA Right) (the “NOVV Units”) will separate into their individual components of NOVA Ordinary Shares, NOVA Warrants and NOVA Rights and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Nova Vision shareholders shall be exchanged as follows:

 

(i)Each ordinary share of NOVA, par value $0.0001 per share (“NOVA Ordinary Share”), issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each such NOVA Ordinary Share, PubCo shall issue to each Nova Vision shareholder (other than Nova Vision shareholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Class A Ordinary Share, which shall be fully paid;

 

(ii)Each whole warrant to purchase one-half of one NOVA Ordinary Share (“NOVA Warrant”) issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into a warrant to purchase one-half of one PubCo Class A Ordinary Share (each, a “PubCo Warrant”) (or equivalent portion thereof) provided, however, that the number of warrants issuable upon separation of the units will be rounded up to the nearest whole number of warrants. The PubCo Warrants will have substantially the same terms and conditions as set forth in the NOVA Warrants; and

 

(iii)Each Nova Vision right (each exchangeable into one-tenth of one NOVA Ordinary Share) ( “NOVA Right”) issued and outstanding immediately prior to the effective time of the Redomestication Merger will receive one-tenth (1/10) of one PubCo Class A Ordinary Share in exchange for the cancellation of each NOVA Right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded up to the nearest whole share.

 

It is anticipated that, upon consummation of the Business Combination, Nova Vision’s existing shareholders, including the Sponsor (as defined below), will own approximately 40.29% of the issued PubCo Ordinary Shares, and the Real Messenger Shareholders will own approximately 54.05% of the issued PubCo Ordinary Shares; and that Nova Vision’s existing shareholders, including the Sponsor, will have approximately 8.95% of the aggregate voting power of all issued PubCo Ordinary Shares, and the Real Messenger Shareholders will have approximately 89.79% of the aggregate voting power of all issued PubCo Ordinary Shares.

 

These relative percentages assume that (i) none of Nova Vision’s existing public shareholders exercise their redemption rights or dissenting rights, as discussed herein; (ii) there is no exercise or conversion of PubCo Warrants; and (iii) the Notes (as defined herein) have not been converted. If any of Nova Vision’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of Nova Vision’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement/Prospectus The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Consolidated Financial Information” for further information.

 

The NOVA Units, NOVA Ordinary Shares, NOVA Rights and NOVA Warrants are currently listed on the Nasdaq Capital Market under the symbols “NOVVU,” “NOVV,” “NOVVR” and “NOVVW,” respectively. Each NOVA Unit consists of one Nova Vision Ordinary Share, one NOVA Right and one redeemable NOVA Warrant, exercisable 30 days after the consummation of the Business Combination. PubCo intends to apply to list the PubCo Ordinary Shares and PubCo Warrants on the Nasdaq Stock Market under the symbols “RMSG” and “RMSGW,” respectively, in connection with the closing of the Business Combination.

 

  

 

 

Nova Vision cannot assure you that the PubCo Class A Ordinary Shares and PubCo Warrants will be approved for listing on Nasdaq.

 

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 32 for a discussion of information that should be considered in connection with an investment in PubCo securities.

 

As of August 31, 2023, there was approximately $17,247,269 in Nova Vision’s trust account (the “Trust Account”). On [    ], 2023, the last sale price of NOVA Ordinary Shares was $[    ].

 

Following the completion of the Business Combination, the issued and outstanding share capital of PubCo will consist of PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares. The Real Messenger shareholders will beneficially own 54.05% of the issued PubCo Ordinary Shares and will be able to exercise 89.79% of the total voting power of the issued and outstanding share capital of PubCo immediately following the completion of the Business Combination, assuming that (i) none of Nova Vision’s existing public shareholders exercise their redemption rights or dissenting rights, as discussed herein, (ii) there is no exercise of PubCo Warrants and (iii) the Notes (as defined herein) not been converted. Upon any sale, transfer, assignment or disposition of PubCo Class B Ordinary Shares by a holder to any person or entity which is not an affiliate of such holder, or upon a change of ultimate beneficial ownership of PubCo Class B Ordinary Shares to any person or entity which is not an affiliate of the holder before the completion of the Redomestication Merger, such PubCo Class B Ordinary Shares shall be automatically and immediately converted into the same number of PubCo Class A Ordinary Shares. PubCo Class A Ordinary Shares are not convertible into PubCo Class B Ordinary Shares under any circumstances. 

 

Pursuant to Nova Vision’s third amended and restated memorandum and articles of association, Nova Vision is providing its public shareholders with the opportunity to redeem all or a portion of their NOVA Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Nova Vision’s Trust Account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding NOVA Ordinary Shares that were sold as part of the NOVA Units in Nova Vision’s initial public offering (“IPO”), subject to the limitations described herein. Nova Vision estimates that the per-share price at which NOVA Ordinary Shares held by the public (the “Public Shares”) may be redeemed from cash held in the Trust Account will be approximately $[    ] at the time of the Extraordinary General Meeting. Nova Vision’s public shareholders may elect to redeem their shares even if they vote for the Redomestication Merger or do not vote at all. Nova Vision has no specified maximum redemption threshold under the Nova Vision third amended and restated memorandum and articles of association.

 

Risks Related to Doing Business in Hong Kong

 

Real Messenger’s operations are headquartered in California. The initial focus of its business is on the U.S. market and Real Messenger does not expect to generate revenues in China (including Hong Kong and Macau). Therefore, the NOVA Board does not consider that Real Messenger has its principal business operations in China (including Hong Kong and Macau). However, the majority of Real Messenger’s development team is located in Hong Kong and all of its board members currently reside in Hong Kong. It also has two Hong Kong subsidiaries, namely Real Corporation Limited and HOHOJO.com Limited. Although Hong Kong, a Special Administrative Region of China, has its own governmental and legal system that is independent from China under “One Country, Two Systems” policy, it is uncertain whether in the future the PRC government will exert substantial influence, discretion, oversight, and control over the manner in which Hong Kong-based entities must conduct their business activities. As a result, the legal and operational risks associated with operating in China may also apply to Real Messenger’s operations in Hong Kong. Some major potential risks specific to doing business in China include, among others, the following:

 

  The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. If such policy extends to cover Hong Kong, Real Messenger’s ability to operate in Hong Kong may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. Such policy could result in a material change in Real Messenger’s operations and/or the value of the securities we are registering for sale.
     
  Recently, the Chinese government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. Given that Real Messenger does not have operations in mainland China, it is not subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” and is also not subject to network data security review by the CAC. Moreover, Real Messenger currently does not have or intend to have any operating subsidiary that is established in mainland China, or any contractual arrangement to establish a variable interest entity structure with any entity in China. However, if we inadvertently conclude that such reviews or approvals by the CAC are not required, if applicable laws, regulations, or interpretations change, or if the Chinese government extends such rules to cover companies with operations in Hong Kong, it is uncertain whether it would be possible for us to obtain the requisite approvals, and any failure to obtain or delay in obtaining such approvals would subject Real Messenger to sanctions imposed by the CAC and other PRC regulatory agencies. Moreover, to the extent that such recent statements and regulatory actions by the Chinese government indicate an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could adversely affect Real Messenger’s ability to conduct its business, significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors or accept foreign investments or list on a U.S. or other foreign exchange and cause the value of PubCo’s securities to significantly decline or become worthless.

 

 
 

 

  The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the “M&A Rules,” adopted by the Chinese government requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission (“CSRC”) prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Given that Real Messenger does not have operations in mainland China, the proposed Business Combination is unlikely to be subject to CSRC approval. However, if we inadvertently conclude that such permissions or approvals are not required, if applicable laws, regulations, or interpretations change, or if the Chinese government extends such rules to cover companies with operations in Hong Kong and CSRC approval is required for the Business Combination, it is uncertain whether it would be possible for us to obtain the approval, and any failure to obtain or delay in obtaining CSRC approval for the Business Combination would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies. This may hinder PubCo’s ability to list on a U.S. or other foreign exchange and to offer, or continue to offer, securities to investors, and the value of PubCo’s securities might significantly decline or become worthless.

 

See “Risk Factors — Risks Related to Doing Business in Hong Kong” for more details.

 

Both Nova Vision’s and Real Messenger’s auditors, MaloneBailey, LLP and Marcum Asia CPAs LLP, respectively, are headquartered in the U.S. and have been inspected by the Public Company Accounting Oversight Board (the “PCAOB”) on a regular basis, and are subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. We do not expect that the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will be applicable to PubCo. You should read “Risks Related to PubCo — The securities of PubCo may be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act and the Accelerated Holding Foreign Companies Accountable Act if the PCAOB were unable to fully inspect the company’s auditor” for further information.

 

Nova Vision is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. The Sponsor, which owns approximately 39.3% of the issued and outstanding NOVA Ordinary Shares as of the record date, has agreed to vote its NOVA Ordinary Shares in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intends to vote in favor of the Nasdaq Proposal, Governance Proposal, Incentive Plan Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those latter proposals.

 

Each shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person (including by virtual presence), please submit your proxy card without delay. Nova Vision’s shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person (including by virtual presence) if such shareholder subsequently chooses to attend the Extraordinary General Meeting. If you are a holder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual presence), you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person (including by virtual presence) or by proxy and abstaining from voting and broker non-votes will have no effect on any of the Proposals.

 

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person (including by virtual presence), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting of shareholders. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual presence), you may withdraw your proxy and vote in person (including by virtual presence).

 

  

 

 

This proxy statement/prospectus provides you with detailed information about the Merger Agreement and other matters to be considered at the Extraordinary General Meeting. We encourage you to read this entire proxy statement/prospectus, including the annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 32 of this proxy statement/prospectus.

 

Nova Vision’s board of directors has unanimously approved the Merger Agreement and the Plan and Articles of Merger, and unanimously recommends that Nova Vision’s shareholders vote “FOR” approval of each of the Proposals. When you consider the Nova Vision board of director’s recommendation of these Proposals, you should keep in mind that Nova Vision’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Business Combination.”

 

On behalf of Nova Vision’s board of directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

 

  Sincerely,
   
 
  Eric Ping Hang Wong
  Chief Executive Officer
  Nova Vision Acquisition Corp.
  November [  ], 2023

 

  

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

PubCo is a “foreign private issuer” under the Exchange Act and therefore is exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Accordingly, after the Business Combination, PubCo shareholders may receive less or different information about PubCo than they would receive about a U.S. domestic public company. See “Risk Factors—Risks Related to Ownership of PubCo’s Securities—As a “foreign private issuer” under the rules and regulations of the SEC, PubCo will be, permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and may follow certain home country corporate governance practices in lieu of certain NASDAQ requirements applicable to U.S. issuers.”

 

Following the completion of the Business Combination, Mr. Thomas Kwai Hoi Ma and his family members will control 88.59% of the voting power of the outstanding PubCo Ordinary Shares. See “Risk Factors—PubCo will be a “controlled company” within the meaning of the NASDAQ corporate governance standards and, as a result, will be entitled to rely on exemptions from certain corporate governance requirements that provide protections to shareholders” and “Description of PubCo Securities—Controlled Company Exemption.”

 

PubCo will be a “controlled company” under the Corporate Governance Rules of Nasdaq and can rely on exemptions from certain corporate governance requirements that could adversely affect PubCo’s public shareholders. Following the completion of the Business Combination, Mr. Thomas Ma and his family members, and Mr. Fredrik Eklund, together will hold 4,500,000 PubCo Ordinary Shares (Mr. Ma will hold 2,400,000 PubCo Class B Ordinary Shares (through his personal holding company), Mr. Ma’s wife will hold 1,200,000 PubCo Class B Ordinary Shares (through her personal holding company), and Mr. Eklund will hold 900,000 PubCo Class A Ordinary Shares) giving them a majority of the aggregate voting power of PubCo upon the completion of the Business Combination. Therefore, PubCo will qualify as a “controlled company” under the Corporate Governance Rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Corporate Governance Rules of the Nasdaq and the requirement that the compensation committee and nominating and corporate governance committee of PubCo consist entirely of independent directors. PubCo currently does not intend to rely on these exemptions. However, if PubCo decides to rely on exemptions applicable to controlled company under the Corporate Governance Rules of Nasdaq in the future, its public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.

 

HOW TO OBTAIN ADDITIONAL INFORMATION

 

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Nova Vision with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

 

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com

 

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about Nova Vision, PubCo and Real Messenger. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of Nova Vision, PubCo and Real Messenger has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

 

USE OF CERTAIN TERMS

 

Unless otherwise stated in this proxy statement/prospectus:

 

References to “AI” refer to artificial intelligence;

 

References to “app” refer to a mobile application;
   
 References to “CAC” refer to the Cyberspace Administration of China;

 

References to “CAGR” refer to compound annual growth rate;
   
 References to “Cayman Companies Act” or “Companies Act” refer to the Companies Act (As Revised) of the Cayman Islands;

 

References to “Closing Date” refer to the date on which the Business Combination is consummated;

 

References to “Combined Company” refer to Nova Vision and Real Messenger as of the Effective Time;
   
 References to “CSRC” refer to the China Securities Regulatory Commission;

 

References to “Current Charter” refer to Nova Vision’s current third amended and restated memorandum and articles of association as amended and restated on August [*], 2023;

 

References to “EBITDA” refer to earnings before interest, taxes, depreciation and amortization;

 

References to “Effective Time” refer to the time when the Plan of Merger for the Acquisition Merger is accepted by the Registrar of Companies in the Cayman Islands in accordance with the Cayman Companies Act, or such other time as specified in such Plan of Merger;

 

References to “Exchange Act” refer to the Securities Exchange Act of 1934, as amended;

 

  References to “First MA Amendment” refer to the first amendment to the Original Merger Agreement dated August 15, 2023;
     
  References to “HKD” refer to Hong Kong Dollars;

 

References to “Incentive Plan” refer to the Real Messenger Corporation 2023 Employee Incentive Plan, attached to this proxy statement/prospectus as Annex C;

 

  

 

 

References to “Initial Shareholders” refer to all of Nova Vision’s shareholders immediately prior to the IPO, including all of Nova Vision’s officers and directors to the extent they hold NOVA Ordinary Shares;

 

References to “IPO” refer to the initial public offering of 5,000,000 units of Nova Vision consummated on August 10, 2021;

  

References to “Loeb” refer to Loeb & Loeb LLP;

 

References to “LOI” refer to a letter of intent;
   
 References to “M&A Rules” refer to The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, adopted by the Chinese government;

 

References to “Merger Agreement” refer to the merger agreement between Nova Vision and Real Messenger, comprised of the Original Merger Agreement dated as of March 27, 2023, as modified by the Joinder Agreement, and as amended by the Merger Agreement Amendments;
   
 References to “Merger Agreement Amendments” refer to the First MA Amendment and the Second MA Amendment, respectively;
   
 References to “Nixon” refer to Nixon Peabody LLP;

 

References to “Notes” refer to (i) the non-interest bearing, unsecured promissory note in the principal amount of $575,000 issued by Nova Vision to Sponsor in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time Nova Vision has available to complete a business combination for a period of three months to November 10, 2022; (ii) nine non-interest bearing, unsecured promissory notes, each which were in the principal amount of $75,030 (representing $0.0416 per NOVA Ordinary Share issued at the IPO that have not been redeemed), issued by Nova Vision to the Sponsor on November 9, 2022, December 8, 2022, January 5, 2023, February 7, 2023, March 7, 2023, April 7, 2023, May 2, 2023, June 8, 2023 and July 5, 2023 in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time Nova Vision has available to complete a business combination through August 10, 2023; (ii) a non-interest bearing, unsecured promissory note in the amount of $1,500,000 issued on September 30, 2023 to the Sponsor for Nova Vision’s working capital and (iii) four additional non-interest bearing, unsecured promissory notes, each in the principal amount of $69,763.37 (representing $0.045 per NOVA Ordinary Share issued at the IPO that have not been redeemed) issued on August 3, 2023, September 6, 2023, October 6, 2023, and November 6, 2023, respectively, in exchange for Sponsor depositing such each amount into the Trust Account in order to extend the amount of time Nova Vision has available to complete a business combination for a period of one month through December 10, 2023.
   
 References to “NOVA Ordinary Shares” refer to the ordinary shares, par value $0.001 per share, of Nova Vision;
   
 

References to “Original Merger Agreement” refer to the merger agreement between Nova Vision and Real Messenger dated as of March 27, 2023,

   
 References to “PCAOB” refer to the U.S. Public Company Accounting Oversight Board;

 

References to “Plans and Article of Merger” refer to the articles of merger and the Plan of Merger to be filed with the British Virgin Islands Registrar of Corporate Affairs in connection with the Redomestication Merger;
   
 References to “Plan of Merger” or “Plans of Merger” refer to, in the case of the Redomestication Merger, the plan of merger to be filed with the Registrar of Companies of the Cayman Islands, and in the case of the Acquisition Merger, the plan of merger to be filed with the Registrar of Companies of the Cayman Islands, as the case may be;
   
 References to “PropTech” refer to the business of property technology.

 

References to “proxy solicitor” refer to Advantage Proxy, Inc., Nova Vision’s proxy solicitor;

 

References to “PubCo” refer to Real Messenger Corporation as the post-Business Combination entity;
   
 References to “Real Messenger Shareholders” refer to the persons holding issued and outstanding shares of Real Messenger immediately prior to the effective time of the Acquisition Merger;

 

  References to “Second MA Amendment” refer to the second amendment, dated October 27, 2023 to the Original Merger Agreement as amended by the First MA Amendment;

 

References to “Sponsor” refer to Nova Pulsar Holdings Limited;

 

References to “Trust Account” refer to the trust account established pursuant to the Investment Management Trust Agreement dated August 5, 2021, between Nova Vision and American Stock Transfer and Trust Company, LLC;

 

References to “US Dollars,” “$,” or “US$” refer to the legal currency of the United States;

 

References to “U.S. GAAP” refer to accounting principles generally accepted in the United States; and

 

References to “VWAP” refer to Volume-Weighted Average Price.

 

Unless otherwise noted, all translations from Hong Kong Dollars (HKD) to U.S. dollars and from U.S. dollars to HKD, as the case may be, in this proxy statement/prospectus are made at [    ] HKD to US$1.00, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on [    ]. We make no representation that any of the aforementioned currencies could have been, or could be, converted into any of the other aforementioned currencies, at any particular rate, the rates stated above, or at all. On [    ], the noon buying rate for HKD was [    ] to US$1.00.

 

Nova Vision Acquisition Corp.

2 Havelock Road #07-12

Singapore 059763

Tel: +65 87183000

 

  

 

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON [    ], 2023

 

TO THE SHAREHOLDERS OF NOVA VISION ACQUISITION CORP.:

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shareholders of Nova Vision Acquisition Corp., a British Virgin Islands company (“Nova Vision”), will be held at [    ] on [    ], 2023 at [    ]AM/PM Eastern Time (“Extraordinary General Meeting”) virtually using the following dial-in information:

 

US Toll Free [                  ]
International Toll [                  ]
Participant Passcode [                  ]

 

To help ensure that all shareholders may conveniently participate in the Extraordinary General Meeting, and in the interests of continuing to protect the health and well-being of our shareholders, the Nova Vision Board has determined to utilize virtual shareholder meeting technology to promote social distancing due to COVID-19 pandemic. We encourage shareholders to attend the Extraordinary General Meeting. This proxy statement/prospectus includes instructions on how to access the virtual Extraordinary General Meeting and how to listen and vote from home or any remote location with Internet connectivity.

 

The Extraordinary General Meeting will be held for the purposes of considering and voting upon, and if through fit passing and approving, the following resolutions that:

 

I.the merger of Nova Vision with and into Real Messenger Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned subsidiary of Nova Vision (such company before the Business Combination is referred to as “NewCo” and upon and following the Acquisition Merger is hereinafter sometimes referred to as “PubCo”), with PubCo surviving the merger, be approved and authorized in all respects and that the Plan and Articles of Merger, a copy of which is included as Annex A2 to the accompanying proxy statement/prospectus, and any and all transactions provided for in the Plan and Articles of Merger, be and is hereby authorized and any director and/or officer of Nova Vision be and is hereby authorized to execute the Plan and Articles of Merger, for and on behalf of Nova Vision, with such changes therein and additions thereto as any director and/or officer of Nova Vision may deem necessary, appropriate or advisable, such determinations to be evidenced conclusively by his/her execution thereof. We refer to this merger as the Redomestication Merger. This proposal is referred to as the Redomestication Merger Proposal or Proposal No. 1. Holders of NOVA Ordinary Shares as of the record date are entitled to vote on this proposal.

 

II.the merger of RM2 Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned subsidiary of NewCo (“Merger Sub”), into Real Messenger, resulting in Real Messenger surviving the merger and becoming a wholly owned subsidiary of PubCo be approved and authorized in all respect and that PubCo’s board of directors be and is hereby authorized to take any such actions as may be necessary to complete the merger. We refer to this merger as the Acquisition Merger. This proposal is referred to as the Acquisition Merger Proposal or Proposal No. 2. Holders of NOVA Ordinary Shares as of the record date are entitled to vote on this proposal.

 

III.for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 19,177,362 PubCo Ordinary Shares by PubCo as the surviving entity in connection with the Business Combination be approved and authorized in all respect. We refer this proposal as the Nasdaq Proposal or Proposal No. 3. Holders of NOVA Ordinary Shares as of the record date are entitled to vote on this proposal.

 

IV.at the effective time of the Redomestication Merger, the amendment and restatement of the memorandum and articles of association of PubCo by deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association of PubCo (as the surviving entity) in the form attached to this proxy statement/prospectus as Annex B (the “PubCo Amended and Restated Memorandum and Articles of Association”). We refer this proposal as the Governance Proposal or Proposal No. 4. Holders of NOVA Ordinary Shares as of the record date are entitled to vote on this proposal.

 

  

 

 

V.the Incentive Plan be and is hereby approved for adoption by PubCo as the surviving entity of the Redomestication Merger with effect from the closing of the Business Combination. We refer this proposal as to approve the Incentive Plan to as the Incentive Plan Proposal or Proposal No. 5. Holders of NOVA Ordinary Shares as of the record date are entitled to vote on this proposal.

 

VI.the Extraordinary General Meeting be adjourned to a later date or dates to be determined by the chairman of the Extraordinary General Meeting as necessary, including without limitation (a) to permit further solicitation and vote of proxies in the event Nova Vision does not receive the requisite shareholder vote to approve any of the above Proposals; (b) to the extent necessary, to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Nova Vision shareholders, or (c) if, as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Nova Vision Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting. This proposal is called the Adjournment Proposal or Proposal No. 6. Holders of NOVA Ordinary Shares as of the record date are entitled to vote on this proposal.

 

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Redomestication Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, then Nova Vision will not consummate the Business Combination. If Nova Vision does not consummate the Business Combination and fails to complete an initial business combination by August 10, 2024 (36 months after the consummation of the IPO, Nova Vision will be required to liquidate and dissolve. As disclosed in Nova Vision’s prospectus in relation to the IPO, Nova Vision originally had 12 months after the consummation of the IPO to consummate an initial business combination and may extend such period to a total of 21 months after the consummation of the IPO. As approved by its shareholders at the annual meeting of Shareholders held on November 9, 2022, Nova Vision entered into an amendment to the investment management trust agreement, dated November 9, 2022, with American Stock Transfer & Trust Company and adopted a second amended and restated memorandum and articles of association, giving Nova Vision the right to extend the time to complete a business combination additional nine (9) times for an additional one (1) month each time for a total of up to 24 months after the consummation of the IPO, by depositing $0.0416 per share issued at the IPO that have not been redeemed to the Trust Account. As further approved by its shareholders at the annual meeting of Shareholders held on August 3, 2023, Nova Vision entered into an amendment to the investment management trust agreement, dated August 4, 2022, with American Stock Transfer & Trust Company and adopted a third amended and restated memorandum and articles of association, giving Nova Vision the right to extend the time to complete a business combination additional twelve (12) times for an additional one (1) month each time for a total of up to 36 months after the consummation of the IPO, by depositing $0.045 per share issued at the IPO that have not been redeemed to the Trust Account. As of the date of this proxy statement/prospectus, Nova Vision has issued non-interest bearing, unsecured Notes in the aggregate principal amount of $1,529,324.37 to the Sponsor in exchange for the Sponsor depositing such amount into the Trust Account in order to extend the amount of time Nova Vision has available to complete a business combination to December 10, 2023.

 

As of [    ], the record date, there were [    ] NOVA Ordinary Shares issued and outstanding and entitled to vote. Only Nova Vision’s shareholders who hold shares of record as of the close of business on [    ] are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. This proxy statement/prospectus is first being mailed to Nova Vision’s shareholders on or about [    ]. Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding NOVA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof; provided, however, that if holders of [    ] or more of the NOVA Ordinary Shares purchased in the IPO demand redemption of their NOVA Ordinary Shares, then the Business Combination may not be completed. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person (including by virtual presence) or by proxy and abstaining from voting will have no effect on any of the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

 

Whether or not you plan to attend the Extraordinary General Meeting (by virtual presence), please submit your proxy card without delay to the proxy solicitor not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares yourself if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the Extraordinary General Meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary General Meeting and casting your vote by ballot or by submitting a written revocation to the proxy solicitor, that is received by the proxy solicitor before we take the vote at the Extraordinary General Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

 

The Nova Vision Board unanimously recommends that you vote “FOR” approval of each of the Proposals.

 

By order of the Board of Directors,  
   
   
Eric Ping Hang Wong  
Chief Executive Officer of  
Nova Vision Acquisition Corp.  
   
[  ], 2023  

 

  

 

 

TABLE OF CONTENTS

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS   1
WHERE YOU CAN FIND MORE INFORMATION   1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS   2
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING   3
DELIVERY OF DOCUMENTS TO NOVA VISION’S SHAREHOLDERS   13
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS   13
SELECTED HISTORICAL FINANCIAL INFORMATION   28
SELECTED HISTORICAL FINANCIAL INFORMATION OF NOVA VISION   29
SELECTED HISTORICAL FINANCIAL INFORMATION OF REAL MESSENGER   30
COMPARATIVE PER SHARE INFORMATION   30
SECURITIES AND DIVIDENDS   31
RISK FACTORS   32
THE EXTRAORDINARY GENERAL MEETING OF NOVA VISION SHAREHOLDERS   70
PROPOSAL NO. 1: THE REDOMESTICATION MERGER PROPOSAL   75
PROPOSAL NO. 2: THE ACQUISITION MERGER PROPOSAL   77
PROPOSAL NO. 3: THE NASDAQ PROPOSAL   96
PROPOSAL NO. 4: THE GOVERNANCE PROPOSAL   97
PROPOSAL NO. 5: THE INCENTIVE PLAN PROPOSAL   100
PROPOSAL NO. 6: THE ADJOURNMENT PROPOSAL   101
BUSINESS OF REAL MESSENGER   102
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF REAL MESSENGER   116
NOVA VISION’S BUSINESS   125
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NOVA VISION   130
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION   133
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)   135
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION   138
DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF NOVA VISION   142
PUBCO’S DIRECTORS AND EXECUTIVE OFFICERS AFTER THE BUSINESS COMBINATION   150
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRIOR TO THE BUSINESS COMBINATION   156
SECURITY OWNERSHIP OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION   157
CERTAIN TRANSACTIONS   158
U.S. FEDERAL INCOME TAX CONSIDERATIONS   161
SHARES ELIGIBLE FOR FUTURE SALE   169
DESCRIPTION OF PUBCO’S SECURITIES   171
COMPARISON OF SHAREHOLDERS’ RIGHTS   175
ENFORCEABILITY OF CIVIL LIABILITIES   180
LEGAL MATTERS   181
EXPERTS   181
SHAREHOLDER PROPOSALS AND OTHER MATTERS   181
DELIVERY OF DOCUMENTS TO SHAREHOLDERS   181
WHERE YOU CAN FIND ADDITIONAL INFORMATION   181
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS   II-1

 

  

 

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-[    ]) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Ordinary Shares to Nova Vision’s shareholders, (ii) the PubCo Ordinary Shares to the shareholders of Real Messenger under the Merger Agreement, (iii) the PubCo Warrants to holders of NOVA Warrants in exchange for the NOVA Warrants, and (iv) the PubCo Ordinary Shares underlying the PubCo Warrants and the PubCo Rights, in each instance if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which Nova Vision’s shareholders will be asked to consider and vote upon the Proposals to approve the Redomestication Merger, the Acquisition Merger, the Nasdaq Proposal, the Governance Proposal and the Incentive Plan Proposal.

 

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

 

WHERE YOU CAN FIND MORE INFORMATION

 

As a foreign private issuer, after the consummation of the Business Combination, PubCo will be required to file its Annual Report on Form 20-F with the SEC no later than four months following its fiscal year end. Nova Vision files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Nova Vision’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.report.

 

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

 

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact the proxy solicitor, Advantage Proxy, Inc., individual call toll-free at 1-877-870-8565 and banks and brokers call at 1-206-870-8565.

 

All information contained in this proxy statement/prospectus relating to Nova Vision, PubCo and Merger Sub has been supplied by Nova Vision, and all such information relating to Real Messenger has been supplied by Real Messenger. Information provided by either of Nova Vision or Real Messenger does not constitute any representation, estimate or projection of the other party.

 

Neither Nova Vision, PubCo, Merger Sub nor Real Messenger has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

 

1
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Nova Vision and/or Real Messenger and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Real Messenger,” and “Business of Real Messenger.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “predict,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements are based on the current expectations of the management of Nova Vision and 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. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Nova Vision and the following:

 

expectations regarding Real Messenger’s strategies and future financial performance, including Real Messenger’s future business plans or objectives, prospective performance and opportunities and competitors, revenues, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Real Messenger’s ability to invest in growth initiatives and pursue acquisition opportunities;

 

anticipated trends, growth rates, and challenges in the real estate industry in general and the markets in which Real Messenger operates;

 

Real Messenger’s ability to stay in compliance with laws and regulations that currently apply or become applicable to its business in its current markets, both within the United States and internationally; 

 

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

 

the outcome of any legal proceedings that may be instituted against Real Messenger, Nova Vision and others following announcement of the Merger Agreement and transactions contemplated therein;

 

the inability to complete the Business Combination due to the failure to obtain approval by the shareholders of Nova Vision;

 

the risk that the proposed Business Combination disrupts current plans and operations of Real Messenger as a result of the announcement and consummation of the Business Combination;

 

the ability to recognize the anticipated benefits of the Business Combination;

 

unexpected costs related to the proposed Business Combination;

 

the amount of any redemptions by existing holders of NOVA Ordinary Shares being greater than expected;

 

the management and board composition of PubCo following the proposed Business Combination;

 

the ability to list PubCo’s securities on Nasdaq;

 

limited liquidity and trading of Nova Vision’s and PubCo’s securities;

 

geopolitical risk and changes in applicable laws or regulations;

 

the possibility that Real Messenger, PubCo and/or Nova Vision may be adversely affected by other economic, business, and/or competitive factors;

 

operational risk;

 

litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Real Messenger’s resources;

 

fluctuations in exchange rates between the foreign currencies in which Real Messenger typically does business and the United States dollar; and

 

the risks that the consummation of the Business Combination is substantially delayed or does not occur.

 

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Nova Vision, Real Messenger and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

 

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Real Messenger, Nova Vision, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, Real Messenger and Nova Vision undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

 

2
 

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

 

Q:What is the purpose of this document?

 

A:Nova Vision is proposing to consummate the Business Combination. The Business Combination consists of the Redomestication Merger and the Acquisition Merger, each of which is described in this proxy statement/prospectus. In addition, the Merger Agreement and the Plan and Articles of Merger are attached to this proxy statement/prospectus as Annex A1 and Annex A2, respectively, and are incorporated into this proxy statement/prospectus by reference. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

 

Approval of the Redomestication Merger and the Acquisition Merger will each require the affirmative vote of the holders of a majority of the issued and outstanding NOVA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof; provided, however, that if holders of more than [    ] NOVA Ordinary Shares exercise their redemption rights then the Business Combination may not be completed. 

 

Q:What is being voted on at the Extraordinary General Meeting?

 

A:Below are the Proposals that the Nova Vision’s shareholders are being asked to vote on:

 

The Redomestication Merger Proposal to approve the Redomestication Merger and the Plan and Articles of Merger;

 

The Acquisition Merger Proposal to approve the Acquisition Merger;

 

The Nasdaq Proposal to approve the issuance of up to an aggregate of 5,000,000 PubCo Ordinary Shares in connection with the Business Combination;

 

The Governance Proposal to approve, on a non-binding advisory basis, the amendment and restatement of the memorandum and articles of association of PubCo by deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association of PubCo in the form attached to this proxy statement/prospectus as Annex B upon the Redomestication Merger Effective Time; and

 

The Incentive Plan Proposal to approve PubCo’s 2023 Equity Incentive Plan; and

 

The Adjournment Proposal to approve the adjournment of the Extraordinary General Meeting in the event Nova Vision does not receive the requisite shareholder vote to approve the above Proposals.

 

Approval of each of the Proposals requires the affirmative vote of the holders of a majority of the issued and outstanding NOVA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof; provided, however, that if holders of more than [    ] NOVA Ordinary Shares exercise their redemption rights then the Business Combination may not be completed. As of the record date, [    ] shares held by the Initial Shareholders, including the Sponsor and all of Nova Vision’s officers and directors to the extent they hold NOVA Ordinary Shares (the “Initial Shareholders”), or approximately 52.59% of the outstanding NOVA Ordinary Shares, would be voted in favor of each of the Proposals.

 

Q:Are any of the proposals conditioned on one another?

 

A:Yes, the Redomestication Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. The Nasdaq Proposal, the Governance Proposal and the Incentive Plan Proposal are dependent on the Redomestication Merger Proposal and the Acquisition Merger Proposal. It is important for you to note that in the event that either of the Redomestication Merger Proposal or the Acquisition Merger Proposal is not approved, Nova Vision will not consummate the Business Combination. If Nova Vision does not consummate the Business Combination and fails to complete an initial business combination by December 31, 2023 (or such later date that Nova Vision may further extend up to 36 months after the consummation of the IPO), Nova Vision will be required to liquidate and dissolve. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

 

3
 

 

Q:Do any of Nova Vision’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

 

On March 27, 2023, contemporaneously with the execution of the Original Merger Agreement, Nova Vision’s Initial Shareholders entered into a Sponsor Support Agreement, pursuant to which, among other things, such shareholders agree not to exercise any right to redeem all or a portion of their respective NOVA Ordinary Shares in connection with the Business Combination. Nova Vision did not provide any separate consideration to the Initial Shareholders for such forfeiture of redemption rights; The Initial Shareholders have waived their rights to redeem their NOVA Ordinary Shares (including shares underlying NOVA Units), or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Nova Vision is unable to consummate a business combination. Accordingly, the NOVA Ordinary Shares, as well as the NOVA Units purchased by the Sponsor and Nova Vision’s officers and directors, will be worthless if Nova Vision does not consummate a business combination;

 

If the proposed Business Combination is not completed by August 10, 2024 (36 months after the consummation of the IPO), Nova Vision will be required to liquidate. In such event, the 1,437,500 NOVA Ordinary Shares held by the Initial Shareholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, or approximately $0.017 per share, will be worthless. Such shares had an aggregate market value of approximately $[    ] based on the closing price of NOVA Ordinary Share of $[    ] on Nasdaq as of [    ], 2023. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding NOVA Ordinary Shares will convert automatically, on a one-for-one basis, into one PubCo Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by an Nova Vision shareholder at the time of purchase of the NOVA Ordinary Shares by such shareholder, a situation may arise in which the Sponsor or a director of Nova Vision maintains a positive rate of return on its/ his/her NOVA Ordinary Shares while such Nova Vision shareholder experiences a negative rate of return on the shares such Nova Vision shareholder purchased;

 

If the proposed Business Combination is not completed by August 10, 2024 (36 months after the consummation of the IPO), the 307,500 Private Units purchased by the Sponsor for a total purchase price of $3,075,000, will be worthless. Such Private Units had an aggregate market value of approximately $[    ] based on the closing price of NOVA Units of $[    ] on Nasdaq as of [    ], 2023;

 

On August 4, 2022, Nova Vision issued an unsecured promissory note in the aggregate principal amount of $575,000 the Sponsor in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time Nova Vision has available to complete a business combination for a period of three months to November 10, 2022. Subsequently, Nova Vision issued a total of ten non-interest bearing, unsecured promissory notes (excluding the promissory note issued on August 4, 2022 mentioned above), in an aggregate amount of $745,035 (representing $0.0416 per NOVA Ordinary Share issued at the IPO that have not been redeemed for extension until August 10, 2023, and $0.045 per NOVA Ordinary Share issued at the IPO that have not been redeemed for extension after August 10, 2023) (collectively, with the promissory note issued on August 4, 2022, the “Notes”), to the Sponsor in exchange for the Sponsor depositing the same amount into the Trust Account. The Notes do not bear interest and mature upon the closing of a business combination by Nova Vision. In addition, the Notes may be converted by the holder into NOVA Units at a price of $10.00 per unit by providing Nova Vision with written notice of its intention to convert the Note at least one business day prior to the closing of the Business Combination. If the proposed Business Combination is not completed by August 10, 2024 (36 months after the consummation of the IPO), the Notes shall be deemed to be terminated and no amounts will thereafter be due, or if the Note has been converted, the NOVA Units will be worthless. Such Units would have had an aggregate market value of approximately $[    ] based on the closing price of NOVA Units of $[    ] on Nasdaq as of [    ], 2023;

 

As a result of the interests of the Sponsor and Nova Vision’s directors and officers in Nova Vision’s securities, the Sponsor and 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. Such conflicts of interest may include, without limitation, determining whether a particular business is an appropriate business with which to effect Nova Vision’s initial business combination, and approving a business combination that disfavors or otherwise is not in the best interests of Nova Vision’s public shareholders or in the best interests of Nova Vision’s unaffiliated shareholders; and

 

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If the Business Combination with Real Messenger is completed, the Sponsor will have the right to designate one member of the board of directors of PubCo.

 

None of Nova Vision’s officers and directors has or will have any interest in, or affiliation with, PubCo. For a discussion of the fiduciary or contractual obligations that such persons may have to other entities, please see “Directors, Executive Officers, Executive Compensation and Corporate Governance of Nova Vision — Conflicts of Interest.”

 

Q:What is the Merger Consideration and what will the Real Messenger Shareholders receive in return for the Business Combination?

 

A:At the Effective Time, among other things, by virtue of the Acquisition Merger and without any action on the part of Nova Vision, Merger Sub or Real Messenger, each Real Messenger Ordinary Share issued and outstanding immediately prior to the Effective Time (other than Company Excluded Shares, Redeeming Parent Shares and Company Dissenting Shares, each as defined in the Merger Agreement) shall be canceled and automatically converted into the right to receive, without interest, the applicable number of PubCo Ordinary Shares for such number of Real Messenger Ordinary Shares as specified in the Merger Agreement. After the Effective Time, each Real Messenger Shareholder will cease to have any rights with respect to Real Messenger Ordinary Shares, except the right to receive the Merger Consideration. The Merger Consideration shall be comprised of two elements, namely (A) 4,550,000 PubCo Ordinary Shares which shall be issued at the Closing and (B) 450,000 PubCo Ordinary Shares which shall be issued at the Closing as Holdback Shares and subject to surrender and forfeiture for indemnification obligations under the Merger Agreement. For further details, see “Proposal No. 2: The Acquisition Merger Proposal — General Description of the Acquisition Merger — Acquisition Merger with Real Messenger; Acquisition Merger Consideration.

 

Q:When and where is the Extraordinary General Meeting?

 

A:The Extraordinary General Meeting will take place at [    ] on [    ], 2023, in a virtual meeting format using the following dial-in information. Shareholders are encouraged to attend the Extraordinary General Meeting virtually:

 

US Toll Free [    ]
International Toll [    ]
Participant Passcode [    ]

 

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This proxy statement/prospectus includes instructions on how to access the virtual Extraordinary General Meeting and how to listen and vote from home or any remote location with Internet connectivity.

 

Q:Who may vote at the Extraordinary General Meeting?

 

A:Only holders of record of NOVA Ordinary Shares as of the close of business on [    ], 2023 (the record date) may vote at the Extraordinary General Meeting. As of [    ], 2023, there were [    ] NOVA Ordinary Shares outstanding and entitled to vote. Please see the section titled “The Extraordinary General Meeting of Nova Vision Shareholders — Record Date; Who is Entitled to Vote” for further information.

 

Q:What is the quorum requirement for the Extraordinary General Meeting?

 

A:Shareholders representing a majority of the shares of capital issued and outstanding as of the record date and entitled to vote at the Extraordinary General Meeting must be present in person (including by virtual presence) or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. NOVA Ordinary Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum within two hours from the time appointed for the meeting, the Extraordinary General Meeting will be adjourned to a business day at the same time and place, or to such other time and place as the directors may determine. As of the date of this proxy statement/prospectus, the Initial Shareholders own 52.59% of the issued and outstanding NOVA Ordinary Shares. The Initial Shareholders have agreed to vote any NOVA Ordinary Shares owned by them in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal and, accordingly, their shares will be counted towards the quorum.

 

Q:What vote is required to approve the Proposals?

 

A:Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding NOVA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Since each of the Proposals require the affirmative vote of a majority of the NOVA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof, attending the Extraordinary General Meeting either in person (including by virtual presence) or by proxy and abstaining from voting will have no effect on the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals. As of the date of this proxy statement/prospectus, the Initial Shareholders own 52.59% of the issued and outstanding NOVA Ordinary Shares. The Initial Shareholders have agreed to vote any NOVA Ordinary Shares owned by them in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal and, accordingly, we do not need Public Shares to be voted in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal in order to have them approved (assuming that only a quorum was present at the meeting).

 

Q:How will the Initial Shareholders vote?

 

A:Nova Vision’s Initial Shareholders, who as of the record date, owned 1,745,000 NOVA Ordinary Shares, or approximately 52.59% of the issued and outstanding NOVA Ordinary Shares, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Redomestication Merger Proposal, Acquisition Merger Proposal and other related proposals. The Initial Shareholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals. However, Nova Vision’s Initial Shareholders have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, any such purchases shall comply with Rule 14e-5 under the Exchange Act, and they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. See “Risk Factors - Our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may elect to purchase shares, warrants or rights from public holders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our public securities.”

 

6
 

 

Q:What do I need to do now?

 

A:We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a Nova Vision’s shareholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:Do I need to attend the Extraordinary General Meeting to vote my shares?

 

A:No. You are invited to attend the Extraordinary General Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Extraordinary General Meeting to vote your NOVA Ordinary Shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Nova Vision encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

 

Q:Am I required to vote against the Redomestication Merger and the Acquisition Merger Proposal in order to have my NOVA Ordinary Shares redeemed?

 

A:No. You are not required to vote against the Redomestication Merger Proposal and the Acquisition Merger Proposal in order to have the right to demand that Nova Vision redeem your NOVA Ordinary Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the Trust Account, net of taxes payable) before payment of deferred underwriting commissions. You will be entitled to redeem your NOVA Ordinary Shares for cash in connection with this vote whether or not you vote or abstain to vote on the Redomestication Merger Proposal and the Acquisition Merger Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Business Combination. These redemption rights in respect of the NOVA Ordinary Shares are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of NOVA Ordinary Shares electing to exercise their redemption rights will not be entitled to receive such payments and their NOVA Ordinary Shares will be returned to them.

 

Q:How do I exercise my redemption rights?

 

A:If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on [    ], 2023 (two business days before the Extraordinary General Meeting), that Nova Vision redeem your shares for cash, and (ii) submit your request in writing to Nova Vision’s transfer agent, at the address listed at the end of this section and deliver your shares to Nova Vision’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Extraordinary General Meeting.

 

Any corrected or changed written demand of redemption rights must be received by Nova Vision’s transfer agent two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

 

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against, or abstain from voting on, the Business Combination and whether or not they are holders of NOVA Ordinary Shares as of the record date. Any public shareholder who holds NOVA Ordinary Shares on or before [    ], 2023 (two business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

 

American Stock Transfer & Trust Company, LLC

6201 15th Avenue, Brooklyn, NY 11219

Attn: Felix Orihuela

Senior Vice President SPAC Services Administration

Relationship Management

E-mail: Forihuela@astfinancial.com

 

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Nova Vision shareholders holding both NOVA Ordinary Shares and NOVA Warrants may redeem their NOVA Ordinary Shares but retain the NOVA Warrants, which, if the Business Combination closes, will become PubCo Warrants. Assuming that 100% of NOVA Ordinary Shares held by Nova Vision shareholders were to be redeemed, the 6,150,000 retained outstanding NOVA Warrants, which will be automatically and irrevocably assigned to, and assumed by, PubCo following the Closing of the Business Combination, would have an aggregate value of $[    ] million, based on a price per NOVA Warrants of $[    ] on [    ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. In addition, on [    ], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the price per share of NOVA Ordinary Shares closed at $[    ]. If PubCo Ordinary Shares are trading above the exercise price of $11.50 per warrant, the PubCo Warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable 30 days following the Closing of the Business Combination) and this in turn increases the risk to non-redeeming shareholders that the PubCo Warrants will be exercised, which would result in immediate dilution to the non-redeeming shareholders.

 

Q:How can I vote?

 

A:If you were a holder of record of NOVA Ordinary Shares on [    ], 2023, the record date for the Extraordinary General Meeting, you may vote with respect to the Proposals in person (including by virtual presence) at the Extraordinary General Meeting, or by submitting a proxy by mail so that it is received prior to 10:00 a.m. Eastern Time on [    ], 2023, in accordance with the instructions provided to you under the section titled “The Extraordinary General Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person (including by virtual presence), obtain a proxy from your broker, bank or nominee.

 

Q:If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

 

A:No. Under Nasdaq rules, your broker, bank or nominee cannot vote your NOVA Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Nova Vision believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your NOVA Ordinary Shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your NOVA Ordinary Share; this indication that a bank, broker or nominee is not voting your NOVA Ordinary Shares is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your NOVA Ordinary Shares only if you provide instructions on how to vote. You should instruct your broker to vote your NOVA Ordinary Shares in accordance with directions you provide.

 

Q:What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

 

A:Nova Vision will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting of Nova Vision’s shareholders. For purposes of approval, an abstention on any Proposals, while considered present for the purpose of establishing a quorum are not treated as votes cast and will have no effect on any of the Proposals.

 

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Q:What happens if I sell my NOVA Ordinary Shares before the Extraordinary General Meeting?

 

A:The record date for the Extraordinary General Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your NOVA Ordinary Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary General Meeting. However, you would not be entitled to receive any PubCo Ordinary Shares following the consummation of the Business Combination because only Nova Vision shareholders at the time of the consummation of the Business Combination will be entitled to receive PubCo Ordinary Shares in connection with the Business Combination.

 

Q:Will I experience dilution as a result of the Business Combination?

 

A:Prior to the Business Combination, the Nova Vision’s public shareholders who hold shares issued in the IPO own approximately 46.72% of Nova Vision’s issued and outstanding shares. After giving effect (i) to the issuance of the 5,000,000 PubCo Ordinary Shares in the Acquisition Merger, including 1,400,000 PubCo Class A Ordinary Shares issued to the current Real Messenger minority shareholders and 3,600,000 PubCo Class B Ordinary Shares issued to the current Real Messenger majority shareholder, his spouse and their personal holding companies; (ii) to the issuance of up to 2,125,297 PubCo Ordinary Shares to the Nova Vision’s shareholders in connection with the Redomestication Merger (assuming there are no Nova Vision shareholders who exercise their redemption rights and an aggregate of 575,000 shares are issued upon conversion of the NOVA Rights); (iii) to the issuance of up to 664,999 PubCo Ordinary Shares in conversion of private units (including private rights); and assuming no exercise of the PubCo Warrants, Nova Vision’s current public shareholders will own approximately 22.97% of the issued share capital of PubCo.

 

The following table summarizes the pro forma ownership of PubCo Ordinary Shares upon Closing of the Business Combination under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

 

  

No Redemption

Scenario(1)

  

Interim Redemption

Scenario(2)

  

Maximum Redemption

Scenario(3) (5)

 
Equity Capitalization Summary  # of Shares   %   # of Shares   %   # of Shares   % 
Real Messenger Shareholders(4)   5,000,000     54.05     5,000,000     58.99     5,000,000     64.93  
Nova Vision Initial Public Shareholders (including rights shares)   2,125,297     22.97     1,350,149     15.93     575,000    7.47 
Nova Vision Initial Shareholders (including rights shares)    1,602,499      17.32      1,602,499      18.91      1,602,499      20.81  
Representative shares   23,000    0.25    23,000    0.27    23,000    0.30 
Real Messenger Private Placement Investors   500,000    5.41    500,000     5.90     500,000    6.49 
Total Ordinary Shares    9,250,796     100     8,475,648     100     7,700,499     100 

 

(1) Under No Redemption Scenario, assumes no redemptions of NOVA Ordinary Shares with deferred underwriting fee payable based on 3% of the trust balance, subject to a $500,000 minimum.
   
(2) Under Interim Redemption Scenario, assumes a 50% redemption of 775,149 NOVA Ordinary Shares for aggregate redemption payments of $8.43 million using a per-share redemption price of $10.88. The deferred underwriting fee is payable based on 3% of the trust balance, subject to a $500,000 minimum.
   
(3) Under Max Redemption Scenario, assumes a 100% redemption of 1,550,297 NOVA Ordinary Shares for aggregate redemption payments of $17.3 million using a per-share redemption price of $10.88. The deferred underwriting fee is payable based on 3% of the trust balance, subject to a $500,000 minimum.
   
(4) Excludes shares issuable under the PubCo’s 2023 Equity Incentive Plan.
   
(5) Excludes [*] PubCo Ordinary Shares issued as payment for the Deferred Underwriting Fee (as defined below) in a Maximum Redemption Scenario.

 

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Potential Impact of Additional Dilution

 

The table below shows the potential impact of additional dilution owing to shares underlying Nova Vision Public Warrants and Private Warrants:

 

   No Redemption Scenario   Interim Redemption Scenario   Max Redemption Scenario 
Including Additional Dilution Sources  # of Shares   %   # of Shares   %   # of Shares   % 
PubCo Shareholders   5,000,000     31.91     5,000,000     33.58     5,000,000     35.42  
Nova Vision Initial Public Shareholders (including rights shares and Shares Underlying the Public Warrants)   7,875,297     50.26     7,100,149     47.67     6,325,000     44.80  
Nova Vision Initial Shareholders (including rights shares and Shares Underlying the Nova Vision Sponsor Private Warrants) (1)    2,269,422      14.49      2,269,422      15.24      2,269,422      16.08  
Representative Shares   23,000    0.15    23,000    0.15    23,000    0.16 
Real Messenger Private Placement Investors   500,000    3.19    500,000    3.36    500,000     3.54  
Total Ordinary Shares    15,667,719     100     14,892,571     100     14,117,422     100 

 

(1) Assumes Real Messenger stock price at or above $16.50 and options are exercised (cashless) at $11.00; and warrants are then exercised (cashless) at $11.50.

 

Q:Are Real Messenger’s shareholders required to approve the Acquisition Merger?

 

A:Yes. Real Messenger’s shareholders’ approval of the Acquisition Merger, the Merger Agreement and the Plan of Merger is required to consummate the Business Combination. It is a condition to the obligations of Nova Vision to consummate the Closing of the Business Combination that Real Messenger shall have obtained authorization and approval of the Merger Agreement, the Acquisition Merger, the Plan of Merger and all other transactions contemplated by the Merger Agreement by way of a special resolution of Real Messenger Shareholders passed by the unanimous affirmative vote of holders of all Real Messenger Ordinary Shares in accordance with the organizational documents of Real Messenger and the Cayman Companies Act.

 

Q:Is the consummation of the Business Combination subject to any conditions?

 

A:Yes. The obligations of each of Nova Vision, Real Messenger, Merger Sub and PubCo to consummate the Business Combination are subject to conditions, as more fully described in the section titled “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/prospectus.

 

Q:Can I change my vote after I have mailed my proxy card?

 

A:Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting in person (including by virtual presence) and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your NOVA Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

 

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com

 

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Q:Should I send in my share certificates now?

 

A:Yes. Nova Vision’s shareholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Extraordinary General Meeting. Please see the section titled “The Extraordinary General Meeting of Nova Vision Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

 

Q:When is the Business Combination expected to occur?

 

A:Assuming the requisite shareholder approvals are received, Nova Vision expects that the Business Combination will occur as soon as practicable following the Extraordinary General Meeting, but only after the registration of the Plan and Articles of Merger by the British Virgin Islands Registrar of Corporate Affairs, the registration of the Plan of Merger by the Registrar of Companies of the Cayman Islands with respect to the Redomestication Merger and the registration of the Plan of Merger by the Registrar of Companies of the Cayman Islands with respect to the Acquisition Merger. Nova Vision has the rights to extend the time to complete a business combination until August 10, 2024 by depositing $0.045 for each issued and outstanding NOVA Ordinary Share issued in the IPO that has not been redeemed for each one-month extension. As of the date of this proxy statement/prospectus, Nova Vision has issued Notes in the aggregate principal amount of $1,529,324.37 to the Sponsor in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time Nova Vision has available to complete a business combination to December 10, 2023.

 

Q:Who will manage PubCo?

 

A:Kwai Hoi Ma (Thomas Ma), who currently serves as Chief Executive Officer of Real Messenger, and Elaine Yee Ling Ho, who currently serves as Acting Chief Financial Officer of Real Messenger, will serve in those respective roles at PubCo following the consummation of the Business Combination. Real Messenger’s Board of Directors intends to name a new Chief Financial Officer in due course. For more information on PubCo’s current and anticipated management, see the section titled “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

 

Q:What happens if the Business Combination is not consummated?

 

A:If the Business Combination is not consummated, Nova Vision may seek another suitable business combination. If Nova Vision does not consummate a business combination by August 10, 2024, then pursuant to the Current Charter, Nova Vision’s officers must take all actions necessary to liquidate and dissolve Nova Vision as soon as reasonably practicable. Following dissolution, Nova Vision will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of NOVA Ordinary Shares who acquired such shares in Nova Vision’s IPO or in the aftermarket. The estimated consideration that each NOVA Ordinary Share would be paid at liquidation would be approximately $11.13 per share for shareholders based on amounts on deposit in the Trust Account as of August 31, 2023. The closing price of NOVA Ordinary Shares on Nasdaq as of August 31, 2023 was $11.15.

 

The Sponsor and other Initial Shareholders have waived the right to any liquidation distribution with respect to any NOVA Ordinary Shares held by them.

 

Q: What happens to the funds deposited in the Trust Account following the Business Combination?

 

A: Following the closing of the Business Combination, holders of NOVA Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to PubCo and utilized to fund working capital needs of PubCo. As of August 31, 2023, there was approximately $17,247,269 in Nova Vision’s Trust Account. Nova Vision estimates that approximately $11.13 per outstanding share issued in Nova Vision’s IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the Trust Account after such uses will be used for future working capital and other corporate purposes of the combined entity.

 

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Q:What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:In the event that a U.S. Holder (as defined below) elects to redeem its NOVA Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the NOVA Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether Nova Vision would be characterized as a passive foreign investment company (“PFIC”). Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the NOVA Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the NOVA Ordinary Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the NOVA Ordinary Shares redeemed exceeds one year.

 

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders (as defined below) will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the NOVA Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See the section titled “U.S. Federal Income Tax Considerations — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its NOVA Ordinary Shares for cash, including with respect to Nova Vision’s potential PFIC status and certain tax implications thereof.

 

Additionally, because the Redomestication Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to NOVA Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(a) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(a) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences to U.S. Holders of Exercising Redemption Rights.” All holders of NOVA Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

 

Q:Will holders of NOVA Ordinary Shares, NOVA Rights or NOVA Warrants be subject to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Redomestication Merger?

 

A:Subject to the limitations and qualifications described in “U.S. Federal Income Tax Considerations,” including the application of the PFIC rules, the U.S. federal income tax consequences of the Redomestication Merger to U.S. Holders of Nova Vision securities (as defined below) will depend, in part, on whether the Redomestication Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code.

 

The rules under Section 368 of the Code, however, are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination that are out of Nova Vision’s control.

 

Moreover, Section 367(a) of the Code may apply to the Redomestication Merger if PubCo transfers the assets it acquires from Nova Vision pursuant to the Redomestication Merger to certain subsidiary corporations in connection with the Business Combination. Section 367(a) of the Code, and the applicable Treasury regulations promulgated thereunder, would only apply to U.S. Holders who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of PubCo following the Business Combination (a “5 Percent Holder”) who do not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 (“GRA”), and would cause the Redomestication Merger to result in gain recognition (but not loss) by such 5 Percent Holders. The requirements under Section 367(a) are not discussed herein There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

 

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If the Redomestication Merger does not qualify as a “reorganization”, then a U.S. Holder that exchanges its NOVA Ordinary Shares, NOVA Rights, or NOVA Warrants for the consideration under the Redomestication Merger will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the NOVA Ordinary Shares, NOVA Rights, and NOVA Warrants exchanged. For a more detailed discussion of certain U.S. federal income tax consequences of the Redomestication Merger, see the section titled “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Redomestication Merger to U.S. Holders” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Redomestication Merger.

 

Q:Who can help answer my questions?

 

A:If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Nova Vision’s proxy solicitor at:

 

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com

 

You may also obtain additional information about Nova Vision from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

 

DELIVERY OF DOCUMENTS TO NOVA VISION’S SHAREHOLDERS

 

Pursuant to the rules of the SEC, Nova Vision and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/prospectus, unless Nova Vision has received contrary instructions from one or more of such shareholders. Upon written or oral request, Nova Vision will deliver a separate copy of this proxy statement/prospectus to any shareholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that Nova Vision deliver single copies of this proxy statement/prospectus in the future. Shareholders may notify Nova Vision of their requests by contacting the proxy solicitor as follows:

 

Advantage Proxy, Inc.

P.O. Box 10904

Yakima, WA 98909

Individuals call toll-free: 1-877-870-8565

Brokers call: 1-206-870-8565

Email: ksmith@advantageproxy.com

 

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A1, the Plan and Articles of Merger attached as Annex A2, and PubCo’s Amended and Restated Memorandum and Articles of Association attached as Annex B, the Incentive Plan attached as Annex C. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

 

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Nova Vision’s shareholders.

 

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The Parties to the Business Combination

 

Nova Vision Acquisition Corp.

 

Nova Vision was incorporated as a blank check company on March 18, 2021 under the original name Lighthouse Acquisition Corporation as a British Virgin Islands (“BVI”) business company with limited liability (company number 2057531), for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” In April 2021, it changed its name to Nova Vision Acquisition Corp. Nova Vision’s efforts to identify prospective target businesses were not limited to any particular industry or geographic location, although it intended to direct part of its efforts in Asia (excluding China) and focus on sourcing opportunities that are in the PropTech, FinTech, ConsumerTech, Supply Chain Management industries or technology companies that serve these or other sectors and that it shall not undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

 

On August 10, 2021, Nova Vision consummated the IPO of 5,000,000 units at an offering price of $10.00 per unit, generating gross proceeds of $50,000,000. The underwriters were granted a 45-day option to purchase up to an additional 750,000 Units to cover over-allotments, if any. The underwriters exercised their over-allotment option in in full and, on August 10, 2021, the underwriters purchased an additional 750,000 units at an offering price of $10.00 per unit, generating gross proceeds to Nova Vision of $7,500,000. Simultaneously with the closing of the IPO, Nova Vision consummated a private placement with the Sponsor of 307,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $3,075,000.

 

As of August 10, 2021, a total of $58,075,000 of the net proceeds from the IPO (including the over-allotment units and the sale of the Private Units) were deposited in a Trust Account established for the benefit of Nova Vision’s public shareholders and can be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination and the liquidation due to Nova Vision’s failure to complete a business combination within the Combination Period.

 

As of [*], 2023, Nova Vision had approximately $[●] of unused net proceeds that were not deposited into the Trust Account to pay future general and administrative expenses. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of August 31, 2023, there was $17,247,269 held in the Trust Account.

 

The Private Units are identical to the units sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, because the Private Units were issued in a private transaction, the Sponsor and its permitted transferees are allowed to exercise the private warrants for cash even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered ordinary shares. Furthermore, the Sponsor has agreed (A) to vote the ordinary shares underlying the Private Units, or “private shares,” in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to the Current Charter that would stop its public shareholders from converting or selling their shares to Nova Vision in connection with a business combination or affect the substance or timing of Nova Vision’s obligation to redeem 100% of its public shares if it does not complete a business combination within 15 months after the IPO (or up to 21 months if it extends the period of time to consummate a business combination, as described in more detail herein) from the closing of the IPO unless it provides public shareholders with the opportunity to redeem their public shares from the Trust Account in connection with any such vote, (C) not to convert any private shares for cash from the Trust Account in connection with a shareholder vote to approve Nova Vision’s proposed initial business combination or a vote to amend the provisions of Current Charter relating to shareholders’ rights or pre-business combination activity and (D) that the private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until 30 calendar days after the completion of Nova Vision’s initial business combination. If Nova Vision does not complete a business combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

 

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If public units or shares are purchased by any of Nova Vision’s directors, officers or Initial Shareholders, they will be entitled to funds from the Trust Account to the same extent as any public shareholder upon its liquidation but will not have redemption rights related thereto.

 

In accordance with the Current Charter, the amounts held in the Trust Account may only be used by Nova Vision upon the consummation of a business combination, except that there can be released to Nova Vision, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations and up to US$50,000 of such interest may also be released from the Trust Account to pay any liquidation expenses of Nova Vision if applicable. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and Nova Vision’s liquidation. Nova Vision must liquidate unless a business combination is consummated by December 10, 2023, or August 10, 2024, if Nova Vision further extends the time available to complete the initial business combination. Pursuant to the terms of the Current Charter and the trust agreement entered into between Nova Vision and the transfer agent, in order to extend the time available for Nova Vision to consummate the initial business combination, Nova Vision’s insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account for each one-month extension $0.045 for each issued and outstanding NOVA Ordinary Share issued in the IPO that has not been redeemed on or prior to the date of the applicable deadline. As of the date of this proxy statement/prospectus, Nova Vision issued ten unsecured promissory notes in the aggregate principal amount of $1,529,324.37 to the Sponsor in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time Nova Vision has available to complete a business combination to December 10, 2023. All Notes would either be paid upon consummation of Nova Vision’s initial business combination, or, at the lender’s discretion, converted upon consummation of its business combination into additional private units at a price of $10.00 per unit, but will not be repaid in the event that Nova Vision is unable to close a business combination unless there are funds available outside the Trust Account to do so. 

 

Nova Vision’s units, shares, warrants and rights are each quoted on Nasdaq, under the symbols “NOVVU,” “NOVV,” “NOVVW” and “NOVVR,” respectively. Each NOVV Unit consists of one ordinary share, one redeemable warrant and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of the Business Combination. Each redeemable warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at the closing of the Business Combination at a price of $11.50 per full share. Nova Vision’s units commenced trading on Nasdaq on August 6, 2021. Nova Vision’s ordinary shares, public rights and public warrants underlying the units sold in the IPO commenced trading separately on September 30, 2021 on a voluntary basis on Nasdaq.

 

Real Messenger Holdings Limited

 

Real Messenger Holdings Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands on September 13, 2021 for the purposes of acting as a holding company for its operating affiliates prior to the consummation of the Business Combination.

 

NewCo/PubCo

 

NewCo is an exempted company with limited liability incorporated under the laws of the Cayman Islands on June 27, 2023 for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Real Messenger following the Business Combination.

 

Merger Sub

 

Merger Sub is an exempted company with limited liability incorporated under the laws of the Cayman Islands on June 27, 2023, as a wholly owned subsidiary of PubCo for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, Real Messenger pursuant to the Acquisition Merger.

 

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The Business Combination and the Merger Agreement

 

The Original Merger Agreement was entered into by and among Nova Vision and Real Messenger on March 27, 2023. NewCo and Merger Sub executed a joinder agreement with Nova Vision and Real Messenger dated June 29, 2023 (the “Joinder Agreement”), pursuant to which NewCo and Merger Sub agreed to be bound by the terms of the Merger Agreement. A copy of the Joinder Agreement is filed as Exhibit 10.13 to the registration statement on Form F-4 of which this proxy statement/prospectus forms a part and incorporated herein by reference. The Merger Agreement Amendments were signed on August 15, 2023 and on October 27, 2023, respectively. A copy of the First MA Amendment is filed as Exhibit 10.1 to Nova Vision’s Current Report on Form 8-K filed with the Securities & Exchange Commission on August 17, 2023. Following the execution of the First MA Amendment, but before the execution of the Second MA Amendment, Kwai Hoi Ma transferred two-thirds of his ordinary shares to his personal holding company, Bloomington DH Holdings Limited, and one-third of his ordinary shares to his spouse’s personal holding company, Edinburgh DH Holdings Limited. A copy of the Second MA Amendment is filed as Exhibit 10.1 to Nova Vision’s Current Report on Form 8-K filed with the Securities & Exchange Commission on October 30, 2023. Pursuant to the terms of the Merger Agreement, the Business Combination will be completed through a two-step process consisting of the Redomestication Merger and the Acquisition Merger.

 

The Redomestication Merger

 

Immediately prior to the Acquisition Merger, Nova Vision will reincorporate to the Cayman Islands by merging with and into NewCo, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly owned subsidiary of Nova Vision, by way of the Redomestication Merger. The separate corporate existence of Nova Vision will cease and PubCo will continue as the surviving corporation. In connection with the Redomestication Merger, all outstanding NOVA Units will separate into their individual components of NOVA Ordinary Shares, NOVA Rights and NOVA Warrants, and the NOVA Units will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Nova Vision shareholders shall be exchanged as follows:

 

(i)Each NOVA Ordinary Share issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares, excluded NOVA Ordinary Shares excluded NOVA Ordinary Shares and dissenting NOVA Ordinary Shares), will automatically be cancelled and cease to exist and for each such NOVA Ordinary Share, PubCo shall issue to each Nova Vision’s shareholder (other than Nova Vision’s shareholders who exercise their redemption rights in connection with the Business Combination, any direct or indirect wholly owned subsidiary of Nova Vision holding NOVA Ordinary Shares any direct or indirect wholly owned subsidiary of Nova Vision holding NOVA Ordinary Shares and any Nova Vision’s shareholders who exercise their dissenter’s rights under British Virgin Islands law) one validly issued PubCo Ordinary Share, which shall be fully paid;

 

(ii)Each whole NOVA Warrant issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into a PubCo Warrant to purchase one PubCo Class A Ordinary Share. The PubCo Warrants will have substantially the same terms and conditions as set forth in the NOVA Warrants; and

 

(iii)The holders of NOVA Rights issued and outstanding immediately prior to the effective time of the Redomestication Merger will receive one-tenth (1/10) of one PubCo Class A Ordinary Share in exchange for the cancellation of each NOVA Right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded up to the nearest whole share.

 

The PubCo Ordinary Shares is classified into PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares, where each PubCo Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at all general meetings of PubCo and each PubCo Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to vote at all general meetings of PubCo. The conversion of NOVA Ordinary Shares into PubCo Ordinary Shares will be made in PubCo Class A Ordinary Shares. All NOVA Ordinary Shares will be converted into PubCo Class A Ordinary Shares in the Redomestication Merger.

 

The Acquisition Merger

 

Substantially concurrently with the Redomestication Merger, Merger Sub will be merged with and into Real Messenger, resulting in Real Messenger being a wholly owned subsidiary of PubCo.

 

The aggregate consideration for the Acquisition Merger (the “Merger Consideration”) is $50,000,000. The Merger Consideration will be paid in the form of 5,000,000 newly issued PubCo Ordinary Shares valued at $10.00 per share, which is comprised of (A) 4,550,000 PubCo Ordinary Shares (the “Closing Payment Shares”) which shall be issued at the Closing and (B) 450,000 PubCo Ordinary Shares (the “Holdback Shares”, together with the Closing Payment Shares, the “Merger Consideration Shares”) which shall be issued at the Closing and subject to surrender and forfeiture for indemnification obligations under the Merger Agreement.

 

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The ordinary shares of PubCo are classified into class A ordinary shares (“PubCo Class A Ordinary Shares”) and class B ordinary shares (“PubCo Class B Ordinary Shares,” together with PubCo Class A Ordinary Shares, collectively “PubCo Ordinary Shares”) where each PubCo Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of PubCo and each PubCo Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to vote at all general meetings of PubCo. The Merger Consideration will be paid 72% in PubCo Class B Ordinary Shares and 28% in PubCo Class A Ordinary Shares. At the Closing of the Business Combination, the former Nova Vision shareholders holding issued and outstanding NOVA Ordinary Shares immediately prior to the effective time of the Redomestication Merger will receive the consideration specified below and the Real Messenger Shareholders will receive the Merger Consideration consisting of an aggregate of 900,000 PubCo Class A Ordinary Shares and 3,600,000 PubCo Class B Ordinary Shares, of which 90,000 PubCo Class A Ordinary Shares and 360,000 PubCo Class B Ordinary Shares are to be issued as the Holdback Shares to satisfy any indemnification obligations incurred under the Merger Agreement. In addition, a number of PubCo Class A Ordinary Shares equal to 20% of the outstanding PubCo Ordinary Shares as of the Closing (and after giving effect to all redemptions) will be reserved and authorized for issuance under the Incentive Plan.

 

Post-Business Combination Structure and Impact on the Public Float

 

The following chart illustrates the corporate structure of PubCo and its subsidiaries post-Business Combination.

 

 

The ownership percentages do not take into account of the shareholder structure of PubCo, as the ownership percentage retained by Nova Vision’s public shareholders following the business combination will be different depending on the redemption rights exercised by the public shareholders. For more information, please see “Unaudited Pro Forma Condensed Consolidated Financial Information - Basis of Pro Forma Presentation.”

 

Private Placement

 

On October 4, 2023, Real Messenger completed a private placement of convertible notes (“Convertible Notes”) in an aggregate principal amount of $5,000,000 (the “Private Placement”) with three investors (the “Private Placement Investors”), pursuant to a Convertible Note Purchase Agreement (the “CNPA”). The Convertible Notes will convert into an aggregate of 500,000 PubCo Ordinary Shares at the closing of the Business Combination. In connection with the Private Placement, Nova Pulsar Holdings, Nova Vison’s sponsor (the “Sponsor”) agreed to transfer an aggregate of 500,000 additional PubCo Ordinary Shares to the Private Placement Investors upon the Closing of the Business Combination, pursuant to a Share Transfer Agreement dated October 4, 2023 (the “Share Transfer Agreement”). Certain of the Private Placement Investors are affiliated with the principal shareholder of Real Messenger.

 

The foregoing description of the Convertible Notes, the CNPA and the Share Transfer Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, forms of which are filed as Exhibits 10.14, 10.15 and 10.16, respectively,  to the registration statement of which this proxy statement/prospectus is a part.

 

Management and Board of Directors Following the Business Combination

 

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of five members, three of whom shall be independent directors under Nasdaq rules, the Sponsor shall have the right, but not the obligation, to designate, or cause to be designated, one director to serve as a director of PubCo until the second annual shareholder meeting of PubCo that takes place after the Effective Time, and Real Messenger shall have the right, but not the obligation, to designate, or cause to be designated, the remaining directors. In the event that Sponsor designates one director, the Real Messenger Shareholders and the ultimate beneficial owners of Real Messenger will enter into a voting agreement with the Sponsor pursuant to which they shall agree to vote their PubCo Ordinary Shares in favor of such designee’s nomination to PubCo’s board of directors for no less than two years after closing of the Business Combination. See section titled “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

 

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Additional Agreements Executed at the Signing of the Original Merger Agreement

 

Sponsor Support Agreement

 

Contemporaneously with the execution of the Original Merger Agreement, certain holders of NOVA Ordinary Shares entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination.

 

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which was filed as Exhibit 10.2 to Nova Vision’s Current Report on Form 8-K, filed with the SEC on March 28, 2023 and is incorporated herein by reference.

 

Additional Agreements to be Executed at Closing

 

Lock-Up Agreements

 

Upon the Closing, the Real Messenger Shareholders will execute lock-up agreements (the “Lock-up Agreements”). Pursuant to the Lock-Up Agreements, the Real Messenger Shareholders will, subject to certain customary exceptions described below, agree not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any Closing Payment Shares and Holdback Shares held by them (the “Lock-up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is two years after the date of the Closing (the “Lock-Up Period”).

 

The restrictions set forth in the Lock-Up Agreements shall not apply to: (1) transfers or distributions to a Real Messenger Shareholder’s current or former general or limited partners, managers or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the shareholder’s immediate family or to a trust, the beneficiary of which is the shareholder or a member of the shareholder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the shareholder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of such Lock-Up Agreement. In addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained therein. For the purposes of the Lock-Up Agreements, a “Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of PubCo and PubCo’s subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of PubCo being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of PubCo with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. 

 

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, a copy of which was filed as Exhibit 10.2 to Nova Vision’s Current Report on Form 8-K, filed with the SEC on March 28, 2023 and is incorporated herein by reference.

 

Registration Rights Agreement

 

At the closing of the Business Combination, PubCo will enter into a registration rights agreement (the “Registration Rights Agreement”) with certain existing Nova Vision’s shareholders and with the Real Messenger Shareholders with respect to certain shares, units, private units (and the private shares, private warrants and private rights included therein) to the extent they own at the closing. The Registration Rights Agreement will provide certain demand registration rights and piggyback registration rights to the shareholders, subject to underwriter cutbacks and issuer blackout periods. PubCo will agree to pay certain fees and expenses relating to registrations under the Registration Rights Agreement.

 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which was filed as Exhibit 10.3 to Nova Vision’s Current Report on Form 8-K, filed with the SEC on March 28, 2023, and is incorporated herein by reference.

 

Employment Agreements 

 

At the closing of the Business Combination, PubCo will enter into employment agreements with certain key executives of Real Messenger (the “Employment Agreements”) which will contain the terms and conditions governing the employment of such individuals.

 

The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, a form of which is filed as Exhibit 10.8 to the registration statement on Form F-4 of which this proxy statement/prospectus forms a part and incorporated herein by reference.

 

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Redemption Rights

 

Pursuant to Nova Vision’s third amended and restated memorandum and articles of association, Nova Vision’s public shareholders may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding Public Shares. As of [    ], 2023, this would have amounted to approximately $[    ] per share.

 

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

 

(i)(x) hold public NOVA Ordinary Shares or (y) hold public NOVA Ordinary Shares through NOVA Units and you elect to separate your NOVA Units into the underlying public NOVA Ordinary Shares, public NOVA Rights and public NOVA Warrants prior to exercising your redemption rights with respect to the public NOVA Ordinary Share; and

 

(ii)prior to 5:00 p.m., Eastern Time, on [    ], 2023, (a) submit a written request to the transfer agent that Nova Vision redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through DTC.

 

Holders of outstanding NOVA Units must separate the underlying NOVA Ordinary Shares, NOVA Warrants and NOVA Rights prior to exercising redemption rights with respect to the NOVA Ordinary Shares. If NOVA Units are registered in a holder’s own name, the holder must deliver the certificate for its NOVA Units to the transfer agent with written instructions to separate the NOVA Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the NOVA Ordinary Shares from the NOVA Units.

 

If a broker, dealer, commercial bank, trust company or other nominee holds NOVA Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s NOVA Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of NOVA Units to be separated and the nominee holding such NOVA Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant NOVA Units and a deposit of an equal number of NOVA Ordinary Shares, NOVA Warrants and NOVA Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the NOVA Ordinary Shares from the NOVA Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their NOVA Ordinary Shares to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

 

Any request for redemption, once made, may be withdrawn at any time up to two business days immediately preceding the Extraordinary General Meeting. Furthermore, if a shareholder delivered his or her certificate for redemption and subsequently decided prior to the date immediately preceding the Extraordinary General Meeting not to elect redemption, such shareholder may simply request that the transfer agent return the certificate (physically or electronically).

 

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the NOVA Ordinary Shares.

 

If a holder exercises his or her redemption rights, then such holder will be exchanging its Public Shares for cash and will no longer own shares of Nova Vision or PubCo. Such a holder will be entitled to receive cash for his or her Public Shares only by properly demanding redemption and delivering such shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. Please see the section titled “The Extraordinary General Meeting of Nova Vision Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

 

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A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public shareholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Nova Vision will promptly return the share certificates to the public shareholder.

 

The Proposals

 

At the Extraordinary General Meeting, Nova Vision’s shareholders will be asked to vote on the following:

 

the Redomestication Merger Proposal;

 

the Acquisition Merger Proposal;

 

the Nasdaq Proposal;

 

the Governance Proposal;

 

the Incentive Plan Proposal; and

 

the Adjournment Proposal.

 

Please see the sections titled “The Extraordinary General Meeting of Nova Vision Shareholders” on page 70 for more information on the foregoing Proposals.

 

Voting Securities, Record Date

 

As of [    ], 2023, there were [    ] NOVA Ordinary Shares issued and outstanding. Only Nova Vision’s shareholders who hold NOVA Ordinary Shares of record as of the close of business on [    ], 2023 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. Approval of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding NOVA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting; provided, however, that if [    ] or more of the holders of NOVA Ordinary Shares exercise their redemption rights then the Business Combination may not be completed.

 

As of [    ], 2023, the Initial Shareholders collectively owned and were entitled to vote [*] NOVA Ordinary Shares, or approximately [    ] of Nova Vision’s outstanding shares. With respect to the Business Combination, the Initial Shareholders who own approximately [    ]% of Nova Vision’s outstanding shares as of the record date, have agreed to vote their NOVA Ordinary Shares in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal, and intend to vote for the other Proposals although there is no agreement in place with respect to voting on the other Proposals.

 

Anticipated Accounting Treatment

 

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Nova Vision will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of Real Messenger expecting to have a majority of the voting power of the post-combination company, Real Messenger senior management comprising all of the senior management of the post-combination company, the relative size of Real Messenger compared to Nova Vision, and Real Messenger’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Real Messenger issuing stock for the net assets of Nova Vision, accompanied by a recapitalization. The net assets of Nova Vision will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Real Messenger.

 

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Foreign Private Issuer

 

PubCo will be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

Implications of Being an Emerging Growth Company

 

As a company with less than US$1.235 billion in revenues for the last fiscal year, PubCo qualifies as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, PubCo will be able to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of its internal control over financial reporting. Under the JOBS Act, PubCo also does not need to comply with any new or revised financial accounting standards until the date that private companies are required to do so.

 

PubCo will remain an emerging growth company until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which PubCo has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which PubCo is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if PubCo has been a public company for at least 12 months and the market value of its Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter. Once PubCo ceases to be an emerging growth company, it will not be entitled to the exemptions provided in the JOBS Act discussed above.

 

PubCo will be a “controlled company” as defined under the Nasdaq Listing Rules because Mr. Thomas Ma and Mr. Fredrik Eklund, the co-founders of Real Messenger, will, together with Mr. Ma’s family members, hold a majority of the aggregate voting power of PubCo upon the completion of the Business Combination.

 

Regulatory Approvals

 

The Redomestication Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the BVI or the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the Plans of Merger and by the British Virgin Islands Registrar of Corporate Affairs of the Plan and Articles of Merger.

 

Interests of Certain Persons in the Business Combination

 

When you consider the recommendation of the Nova Vision Board in favor of adoption of the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other related Proposals, you should keep in mind that Nova Vision’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including the following:

 

On March 27, 2023, contemporaneously with the execution of the Original Merger Agreement, Nova Vision’s Initial Shareholders entered into the Sponsor Support Agreement, pursuant to which, among other things, such shareholders agree not to exercise any right to redeem all or a portion of their respective NOVA Ordinary Shares in connection with the Business Combination. Nova Vision did not provide any separate consideration to the Initial Shareholders for such forfeiture of redemption rights;

 

The Initial Shareholders have waived their rights to redeem their NOVA Ordinary Shares (including shares underlying NOVA Units), or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Nova Vision is unable to consummate a business combination. Accordingly, the NOVA Ordinary Shares, as well as the NOVA Units purchased by the Sponsor and Nova Vision’s officers and directors, will be worthless if Nova Vision does not consummate a business combination;

 

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If the proposed Business Combination is not completed by August 10, 2024 (36 months after the consummation of the IPO), Nova Vision will be required to liquidate. In such event, the 1,437,500 NOVA Ordinary Shares held by the Initial Shareholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, or approximately $0.017 per share, will be worthless. Such shares had an aggregate market value of approximately $[    ] based on the closing price of NOVA Ordinary Share of $[    ] on Nasdaq as of [    ], 2023. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding NOVA Ordinary Shares will convert automatically, on a one-for-one basis, into one PubCo Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by a Nova Vision shareholder at the time of purchase of the NOVA Ordinary Shares by such shareholder, a situation may arise in which the Sponsor or a director of Nova Vision maintains a positive rate of return on its/ his/her NOVA Ordinary Shares while such Nova Vision shareholder experiences a negative rate of return on the shares such Nova Vision shareholder purchased;

 

If the proposed Business Combination is not completed by August 10, 2024 (36 months after the consummation of the IPO), the 307,500 Private Units purchased by the Sponsor for a total purchase price of $3,075,000, will be worthless. Such Private Units had an aggregate market value of approximately $[    ] based on the closing price of NOVA Units of $[    ] on Nasdaq as of [    ], 2023;

 

On August 4, 2022, Nova Vision issued an unsecured promissory note in the aggregate principal amount of $575,000 the Sponsor in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time Nova Vision has available to complete a business combination for a period of three months to November 10, 2022. Subsequently, Nova Vision issued a total of ten non-interest bearing, unsecured promissory notes (excluding the promissory note issued on August 4, 2022 mentioned above), in an aggregate amount of $[____] (representing $0.0416 per NOVA Ordinary Share issued at the IPO that have not been redeemed for extension until August 10, 2023, and $0.045 per NOVA Ordinary Share issued at the IPO that have not been redeemed for extension after August 10, 2023) (collectively, with the promissory note issued on August 4, 2022, the “Notes”), to the Sponsor in exchange for the Sponsor depositing the same amount into the Trust Account. The Notes do not bear interest and mature upon the closing of a business combination by Nova Vision. In addition, the Notes may be converted by the holder into NOVA Units at a price of $10.00 per unit by providing Nova Vision with written notice of its intention to convert the Note at least one business day prior to the closing of the Business Combination. If the proposed Business Combination is not completed by August 10, 2024 (36 months after the consummation of the IPO), the Notes shall be deemed to be terminated and no amounts will thereafter be due, or if the Note has been converted, the NOVA Units will be worthless. Such Units would have had an aggregate market value of approximately $[    ] based on the closing price of NOVA Units of $[    ] on Nasdaq as of [    ];

 

As a result of the interests of the Sponsor and Nova Vision’s directors and officers in Nova Vision’s securities, the Sponsor and 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, and approving a business combination that disfavors or otherwise is not in the best interests of Nova Vision’s public shareholders; and

 

If the Business Combination with Real Messenger is completed, the Sponsor will have the right to designate one member of the board of directors of PubCo.

 

Recommendations of the Nova Vision’s Board of Directors to the Nova Vision’s Shareholders

 

After careful consideration of the terms and conditions of the Merger Agreement, the Nova Vision Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of Nova Vision and its shareholders. In reaching its decision with respect to the Redomestication Merger and the Acquisition Merger, the Nova Vision Board reviewed various industry and financial data and the due diligence and evaluation materials provided by Real Messenger. The Nova Vision Board did not obtain a fairness opinion on which to base its assessment. The Nova Vision Board recommends that Nova Vision’s shareholders vote:

 

FOR the Redomestication Merger Proposal;

 

FOR the Acquisition Merger Proposal;

 

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FOR the Nasdaq Proposal;

 

FOR the Governance Proposal;

 

FOR the Incentive Plan Proposal; and

 

FOR the Adjournment Proposal.

 

Risk Factors

 

In evaluating the Business Combination and the Proposals to be considered and voted on at the Extraordinary General Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 32 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) Nova Vision’s ability to complete the Business Combination, and (ii) the business, cash flows, financial condition and results of operations of PubCo following consummation of the Business Combination. In the event that the Proposals are approved, the shareholders of PubCo will be subject to the following risks related to Real Messenger’s business, risks related to doing business in China and/or Hong Kong, risks related to PubCo’s corporate structure, risks related to PubCo’s securities, and risks related to PubCo.

 

Risks Related to Real Messenger’s Business

 

Our limited operating history and our evolving business make it difficult to evaluate and assess the success of our business to date, our future prospects and the risks and challenges that we may encounter;
   
We are an early-stage company and have not generated, and may never generate, material revenue or become profitable;
   
Our business model is untested and may never be successful or generate sufficient growth to sustain profitability;
   
We have a short operating history in a new and unproven market, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful;
   
We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our app provides our users with a premium experience;
   
  Ongoing antitrust litigation involving real estate brokerage firms, the National Association of Realtors (NAR) and related real estate industry participants, could result in material changes to the residential real estate market, which may present risks that are difficult to quantify;
   
If our security measures are compromised, or if our apps or our platform is subject to attacks that degrade or deny the ability of members to access our solutions, members may curtail or stop use of our solutions;
   
Our core value of putting our members first may conflict with the short-term interests of our business;
   
The number of our members is higher than the number of members who engage daily with our app, and a substantial majority of our app usage is by a minority of our members;
   
We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could harm our business;
   
Public scrutiny of Internet privacy issues may result in increased regulation and different industry standards, which could deter or prevent us from providing our current products and solutions to our members and customers, thereby harming our business;
   
Artificial intelligence (AI) is a rapidly growing technology with the potential to transform many industries, but it also poses significant risks for our business;
   
Our business, including our ability to operate and expand internationally, could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our website, products, features or our privacy policy;
   
  Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our base of members, enterprises and professional organizations, or our ability to increase their level of engagement;
     
  We may not be able to successfully halt the operations of apps and websites that aggregate our data as well as data from other companies, including social networks, or copycat websites that have misappropriated our data in the past or may misappropriate our data in the future;
     
  Failure to protect or enforce our intellectual property rights could harm our business and operating results;
     
  We may in the future be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could harm our business and operating results;
   
If we do not continue to attract new customers, or if existing customers do not maintain their relationship with us, reduce their interaction with us, or fail to adopt or purchase additional solutions, we may not achieve our revenue projections, and our operating results would be harmed;
   
  We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all;

 

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Risks Related to Doing Business in China and/or Hong Kong

 

Real Messenger’s operations are headquartered in California. The initial focus of its business is on the U.S. market and it does not expect to generate revenues in China (including Hong Kong and Macau). Therefore, the NOVA Board does not consider that Real Messenger has its principal business operations in China (including Hong Kong and Macau). However, the majority of Real Messenger’s development team is located in Hong Kong and all of its board members currently reside in Hong Kong. It also has two Hong Kong subsidiaries, namely Real Corporation Limited and HOHOJO.com Limited. Although Hong Kong, a Special Administrative Region of China, has its own governmental and legal system that is independent from China under “One Country, Two Systems” policy, it is uncertain whether in the future the PRC government will exert substantial influence, discretion, oversight, and control over the manner in which Hong Kong-based entities must conduct their business activities. As a result, the legal and operational risks associated with operating in China may also apply to Real Messenger’s operations in Hong Kong.

 

  China’s or Hong Kong’s economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on our business. Please see “Risks Related to Doing Business in China and/or Hong Kong – China’s or Hong Kong’s economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on our business.” on page 45 in the Risk Factors section for more details.
     
  Our business is subject to complex and rapidly evolving laws and regulations in the PRC. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities. Please see “Risks Related to Doing Business in China and/or Hong Kong – Our business is subject to complex and rapidly evolving laws and regulations in the PRC. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities.” on page 45 in the Risk Factors section for more details.
     
  Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us. Please see “Risks Related to Doing Business in China and/or Hong Kong – Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us.” on page 46 in the Risk Factors section for more details.
     
  If the Chinese government were to impose new requirements for approval from the PRC authorities to issue PubCo’s securities to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. Please see “Risks Related to Doing Business in China and/or Hong Kong – If the Chinese government were to impose new requirements for approval from the PRC authorities to issue PubCo’s securities to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.” on page 46 in the Risk Factors section for more details.
     
  The Chinese government may exert substantial influence over the manner in which we must conduct our business activities, and may intervene or influence our operations at any time, which could result in a material change in our operations and/or cause the value of PubCo’s securities to significantly decline or become worthless. Please see “Risks Related to Doing Business in China and/or Hong Kong – The Chinese government may exert substantial influence over the manner in which we must conduct our business activities, and may intervene or influence our operations at any time, which could result in a material change in our operations and/or cause the value of PubCo’s securities to significantly decline or become worthless.” on page 48 in the Risk Factors section for more details.
     
  If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. Please see “Risks Related to Doing Business in China and/or Hong Kong – If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.” on page 48 in the Risk Factors section for more details.
     
  U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our Hong Kong subsidiaries. Please see “Risks Related to Doing Business in China and/or Hong Kong – U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our Hong Kong subsidiaries.” on page 48 in the Risk Factors section for more details.
     
  You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in Hong Kong, based on United States or other foreign laws, against us, our directors, executive officers or experts named in this prospectus. Therefore, you may not be able to enjoy the protection of such laws in an effective manner. Please see “Risks Related to Doing Business in China and/or Hong Kong – You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in Hong Kong, based on United States or other foreign laws, against us, our directors, executive officers or experts named in this prospectus. Therefore, you may not be able to enjoy the protection of such laws in an effective manner.” on page 48 in the Risk Factors section for more details.

 

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Risks Related to PubCo’s Corporate Structure

 

For the corporate structure of PubCo and its subsidiaries post-Business Combination, please see “Summary of The Proxy Statement/Prospectus – Post-Business Combination Structure and Impact on the Public Float.”

 

  In the event that PubCo relies on dividends and other distributions on equity paid by its Hong Kong subsidiaries to fund any cash and financing requirements it may have, any limitation on the ability of the Hong Kong subsidiaries to make payments to PubCo could have a material and adverse effect on its ability to conduct its business. Please see “Risks Related to PubCo’s Corporate Structure – In the event that PubCo relies on dividends and other distributions on equity paid by its Hong Kong subsidiaries to fund any cash and financing requirements it may have, any limitation on the ability of the Hong Kong subsidiaries to make payments to PubCo could have a material and adverse effect on its ability to conduct its business.” on page 49 in the Risk Factors section for more details.
     
  To the extent cash or assets in PubCo’s business is in Hong Kong or in its Hong Kong subsidiaries, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on PubCo’s ability or the ability of its subsidiaries by the PRC government to transfer cash or assets. Please see “Risks Related to PubCo’s Corporate Structure – To the extent cash or assets in PubCo’s business is in Hong Kong or in its Hong Kong subsidiaries, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on PubCo’s ability or the ability of its subsidiaries by the PRC government to transfer cash or assets. on page 49 in the Risk Factors section for more details.
     
  PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to PubCo’s Hong Kong subsidiaries, which could materially and adversely affect PubCo’s liquidity and its ability to fund and expand its business. Please see “Risks Related to PubCo’s Corporate Structure – PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to PubCo’s Hong Kong subsidiaries, which could materially and adversely affect PubCo’s liquidity and its ability to fund and expand its business.” on page 49 in the Risk Factors section for more details.

 

Risks Related to Nova Vision and the Business Combination

 

  Nova Vision will be forced to liquidate the Trust Account if it cannot consummate a business combination by August 10, 2024, or up to 36 months from the closing of the IPO if it extends the period of time to consummate a business combination, as described in more detail in this proxy statement/prospectus (the “Combination Period”); in such event, Nova Vision’s public shareholders will receive $[ ] per share and the NOVA Warrants and NOVA Rights will expire worthless.
     
  Nova Vision does not have a specified maximum redemption threshold in Nova Vision’s current third amended and restated memorandum and articles of association. The absence of such a redemption threshold may make it possible for Nova Vision to consummate the Business Combination, in connection with which a substantial majority of Nova Vision’s public shareholders may redeem their Public Shares.
     
  There is no guarantee that a shareholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.
     
  Nova Vision’s shareholders who attempted to redeem their Public Shares may be unable to sell their Public Shares when they wish in the event that the Business Combination is not consummated.
     
  You must tender your NOVA Ordinary Shares in order to validly seek redemption at the Extraordinary General Meeting.
     
  If third parties bring claims against Nova Vision, the proceeds held in trust could be reduced and the per-share liquidation price received by Nova Vision’s shareholders may be less than [$*].
     
  Any distributions received by Nova Vision’s shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Nova Vision was unable to pay its debts as they fell due in the ordinary course of business and the value of its assets does not exceed its liabilities.
     
  Because PubCo will become a public reporting company by means other than a traditional underwritten initial public offering, PubCo’s shareholders may face additional risks and uncertainties.
     
  The Initial Shareholders have agreed to vote in favor of the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus, regardless of how Nova Vision’s public shareholders vote.
     
  Nova Vision has identified material weaknesses in its internal control over financial reporting. These material weaknesses could adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.
     
  Nova Vision will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination.
     
  Shareholder litigation and regulatory inquiries and investigations are expensive and could harm Nova Vision’s business, financial condition and results of operations and could divert management attention.
     
  If Nova Vision’s due diligence investigation of Real Messenger was inadequate, then Nova Vision shareholders following the Business Combination could lose some or all of their investment.
     
  Nova Vision’s Sponsor, officers and directors own NOVA Ordinary Shares NOVA Warrants and NOVA Rights and will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

 

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  Nova Vision is requiring shareholders who wish to redeem their ordinary shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.
     
  Nova Vision will require its public shareholders who wish to redeem their ordinary shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.
     
  The Initial Shareholders control a substantial interest in Nova Vision and thus may influence certain actions requiring a shareholder vote.
     
  If the current Nova Vision security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of PubCo’s securities.
     
  Nova Vision entered into the First MA Amendment on August 15, 2023, and the consideration for the Business Combination was set as of that date. The Real Messenger projections for the fiscal year ended December 31, 2022 were among the many factors that the Nova Vision Board considered in connection with the Business Combination, and there can be no assurances that these projections will be met. There may be changes beyond the parties’ control, such as changes in the real estate industry, changes to applicable regulations and the general economic climate, that may result in changes to the value of Real Messenger since August 15, 2023.
     
  If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of PubCo’s securities may decline after the Business Combination.
     
  Nova Vision’s directors and officers may have certain conflicts in determining to recommend the acquisition of Real Messenger, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.
     
  Nova Vision will incur significant transaction costs in connection with transactions contemplated by the Merger Agreement.
     
  The Business Combination may be materially adversely affected by the coronavirus (“COVID-19”) outbreak.
     
  Nova Vision and Real Messenger have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Nova Vision if the Business Combination is completed or by Nova Vision if the Business Combination is not completed.
     
  In the event that a significant number of NOVA Ordinary Shares are redeemed, the PubCo Ordinary Shares may become less liquid following the Business Combination.
     
  Nova Vision may waive one or more of the conditions to the Business Combination without resoliciting Nova Vision’s shareholder approval for the Business Combination.
     
  The unaudited pro forma condensed consolidated financial information contained in this proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial condition or results of operations would have been.

 

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  Termination of the Merger Agreement could negatively impact Nova Vision.
     
  There will be a substantial number of PubCo Ordinary Shares available for sale in the future that may adversely affect the market price of PubCo Ordinary Shares.
     
  Nova Vision shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that Nova Vision’s current shareholders have on the management of PubCo.
     
  Activities taken by Nova Vision’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other Proposals and may affect the market price of Nova Vision’s securities.
     
  Our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may elect to purchase shares, warrants or rights from public holders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our public securities.
     
  Subsequent to the consummation of the Business Combination, Nova Vision may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

 

Risks Related to PubCo’s Securities

 

  Certain judgments obtained against PubCo by PubCo’s shareholders may not be enforceable.
     
  Currently, there is no public market for the PubCo Ordinary Shares. Nova Vision shareholders cannot be sure that an active trading market will develop for or of the market price of the PubCo Ordinary Shares they will receive or that PubCo will successfully obtain authorization for listing on the Nasdaq.
     
  PubCo’s share price may be volatile and could decline substantially.
     
  The sale or availability for sale of substantial amounts of PubCo Ordinary Shares could adversely affect their market price.
     
  PubCo will issue PubCo Ordinary Shares as consideration for the Business Combination, and PubCo may issue additional PubCo Ordinary Shares or other equity or convertible debt securities without approval of the holders of PubCo Ordinary Shares which would dilute existing ownership interests and may depress the market price of PubCo Ordinary Shares.
     
  Volatility in PubCo’s share price could subject PubCo to securities class action litigation.
     
  The requirements of being a public company may strain PubCo’s resources, divert PubCo management’s attention and affect PubCo’s ability to attract and retain qualified board members.
     
  Recent market volatility could impact the share price and trading volume of PubCo’s securities.
     
  It is not expected that PubCo will pay dividends in the foreseeable future after the proposed Business Combination.
     
  If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about PubCo or its business, its ordinary shares price and trading volume could decline.
     
  PubCo’s dual class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of PubCo Class A Ordinary Shares may view as beneficial.
     
  PubCo’s amended and restated memorandum and articles of association that will become effective immediately prior to the completion of the Business Combination contains anti-takeover provisions that could have a material adverse effect on the rights of holders of PubCo Ordinary Shares.
     
  PubCo has adopted a dual-class share structure with different voting rights, which may adversely affect the value and liquidity of the Ordinary Shares.

 

27
 

 

Risks Related to PubCo

 

  Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.
     
  Although as a foreign private issuer PubCo is exempt from certain corporate governance standards applicable to U.S. domestic issuers, if PubCo cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, PubCo’s securities may not be listed or may be delisted, which could negatively impact the price of its securities and your ability to sell them.
     
  If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.
     
  As an exempted company incorporated in the Cayman Islands, PubCo is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if PubCo complied fully with Nasdaq corporate governance listing standards.
     
  You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.
     
  You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions outside of the United States against PubCo or its management named in this proxy statement/ prospectus based on foreign laws.
     
  PubCo will be an “emerging growth company,” as defined under the federal securities laws, and PubCo cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make PubCo’s securities less attractive to investors.
     
  The Redomestication Merger may be a taxable event for U.S. Holders of NOVA Ordinary Shares, NOVA Warrants, and NOVA Rights.
     
  PubCo may be or become a PFIC during a U.S. Holder’s holding period, which could result in adverse U.S. federal income tax consequences to U.S. Holders.
     
  PubCo will be required to meet the initial listing requirements to be listed on Nasdaq. However, PubCo may be unable to maintain the listing of its securities in the future.
     
  PubCo will be a “controlled company” under the Corporate Governance Rules of Nasdaq and can rely on exemptions from certain corporate governance requirements that could adversely affect PubCo’s public shareholders.
     
  In addition to the Incentive Plan, PubCo may adopt share incentive plans in the future, which may adversely affect PubCo’s results of operations.
     
  The securities of PubCo may be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act and the Accelerated Holding Foreign Companies Accountable Act if the PCAOB were unable to fully inspect the company’s auditor.

 

SELECTED HISTORICAL FINANCIAL INFORMATION

 

Nova Vision and Real Messenger are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF NOVA VISION

 

The following tables set forth summary historical financial data derived from Nova Vision’s unaudited financial statements for the six months ended June 30, 2023 and 2022 and audited financial statements for the year ended December 31, 2022 and for the period from March 18, 2021 (inception) through December 31, 2021, each of which is included elsewhere in this proxy statement/prospectus. The financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (US GAAP). Such financial information should be read in conjunction with the financial statements and related notes included elsewhere in this proxy statement/prospectus.

 

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nova Vision” and Nova Vision’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 

  

June 30,
2023

(Unaudited)

  

December 31,
2022

(Audited)

  

December 31,
2021

(Audited)

 
Balance Sheet Data:               
Total assets  $19,723,536   $19,026,721   $58,966,737 
Total liabilities  $2,173,938   $1,546,508   $788,178 
Ordinary shares subject to possible redemption  $19,698,408   $18,742,020   $53,555,690 
Total shareholders’ deficit  $(2,148,810)  $(1,261,807)  $4,622,869 

 

 

  

Six months
ended
June 30,
2023

(Unaudited)

  

Six months
ended
June 30,
2022

(Unaudited)

  

Year ended
December 31,
2022

(Audited)

  

Period from March 18, 2021 (inception) though December 31, 2021

(Audited)

 
Income Statement Data:                    
Operating costs  $(361,795)  $(387,346)  $(713,827)  $(380,112)
Interest income and dividend income earned in investments held in Trust Account  $431,180   $87,257   $638,020   $1,651 
Net income (loss)  $69,385   $(300,089)  $(75,807)  $(378,461)
Basic and diluted net income (loss) per share, subject to possible redemption  $0.02   $0.16   $0.27   $0.25 
Basic and diluted net loss per share, attributable to Nova  $0.02   $(0.70)  $(0.85)  $(0.71)
Weighted average shares outstanding, basic and diluted, subject to possible redemption   1,803,612    5,750,000    5,187,775    2,855,035 
Weighted average shares outstanding, basic and diluted, attributable to Nova   1,768,000    1,768,000    1,768,000    1,541,229 

 

  

Six months
ended
June 30,
2023

(Unaudited)

  

Six months
ended
June 30,
2022

(Unaudited)

  

Year ended
December 31,
2022

(Audited)

  

Period from March 18, 2021 (inception) though December 31, 2021

(Audited)

 
Statements of Cash Flow Data:                    
Cash flows used in operating activities  $(255,112)  $(184,816)  $(709,558)  $(488,471)
Cash flows (used in) provided by investing activities  $(525,212)  $-   $40,622,539   $(58,075,000)
Cash flows provided by (used in) financing activities  $633,930   $165   $(40,502,174)  $59,316,106 
Net change in cash  $(146,394)  $(184,651)  $(589,193)  $752,635 
Cash at beginning of period/year  $163,442   $752,635   $752,635   $- 
Cash at end of period/year   17,048    567,984    163,442    752,635 

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF REAL MESSENGER

 

Real Messenger presents below its summary of consolidated financial data for the periods indicated. The following summary consolidated statements of operations and comprehensive loss data for the years ended March 31, 2023 and March 31, 2022, summary consolidated balance sheets data as of March 31, 2023 and 2022, and summary consolidated cash flow data for the years ended March 31, 2023 and 2022 have been derived from Real Messenger’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The summary consolidated financial data should be read in conjunction with Real Messenger’s consolidated financial statements and related notes and “Real Messenger’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus. The consolidated financial statements are prepared and presented in accordance with US GAAP. Real Messenger’s historical results are not necessarily indicative of its results for any future periods.

 

   March 31,
2023
   March 31,
2022
 
Balance Sheet Data:          
Cash  $276,150   $104,492 
Other current assets   835,712    7,431 
Deferred offering costs   257,815    - 
Total Current Assets   1,369,677    111,923 
Property and equipment, net   48,606    27,993 
Operating lease right-of-use assets   -    58,306 
Total Assets  $1,418,283   $198,222 
Due to related parties  $-   $7,464,500 
Accrued expenses and other liabilities   177,027    99,628 
Operating lease liabilities, current   -    59,214 
Total Liabilities   177,027    7,623,342 
Total Shareholders’ Equity (Deficit)   1,241,256    (7,425,120)
Total Liabilities and Shareholders’ Equity (Deficit)  $1,418,283   $198,222 

 

   For the Year Ended March 31, 
   2023   2022 
Statement of Operations Data:        
Loss from operations  $(4,296,975)  $(1,666,982)
Net loss  $(4,263,231)  $(1,666,982)
Foreign currency translation differences  $18,750   $52,085 
Net (loss) income and comprehensive (loss) income  $(4,244,481)  $(1,614,897)
Basic and diluted weighted average shares outstanding   4,000,000    4,000,000 
Basic and diluted net loss per share of common stock  $(1.07)  $(0.42)

 

   For the Year Ended March 31, 
   2023   2022 
Statements of Cash Flow Data:        
Net cash used in operating activities  $(5,061,602)  $(1,624,093)
Net cash used in investing activities  $

(31,722

  $

(28,608

)
Net cash provided by financing activities  $5,264,382   $1,756,824 
Effect of foreign exchange rate changes  $600   $(4)
Net increase in cash  $171,658   $104,119 
Cash at the beginning of year  $104,492   $373 
Cash at the end of the year  $276,150   $104,492 

 

COMPARATIVE PER SHARE INFORMATION

 

The following table sets forth the per share data of each of Real Messenger and Nova Vision on a stand-alone basis and the unaudited pro forma condensed consolidated per share data for the year ended March 31, 2023 after giving effect to the Business Combination assuming (i) no redemption of NOVA Ordinary Shares, and (ii) maximum redemption of NOVA Ordinary Shares. The pro forma earnings information for the year ended June 30, 2023 were computed as if the Business Combination had been completed on April 1, 2022, and carried forward through the interim period.

 

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The historical book value per share is computed by dividing total common shareholders’ equity by the number of NOVA Ordinary Shares outstanding at the end of the period. The pro forma combined book value per NOVA Ordinary Share is computed by dividing total pro forma common shareholders’ equity by the pro forma number of NOVA Ordinary Shares outstanding at the end of the period. The pro forma earnings per share of the Combined Company is computed by dividing the pro forma income available to the Combined Company’s ordinary shareholders by the pro forma weighted-average number of NOVA Ordinary Shares outstanding over the period.

 

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Nova Vision and Real Messenger and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Nova Vision and Real Messenger pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

 

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Nova Vision and Real Messenger would have been had the companies been combined during the periods presented.

 

(in thousands, except share and per share data)
    Real Messenger     Nova Vision    

Pro Forma

Combined

Assuming Actual

Redemptions

into Cash

   

Pro Forma

Combined

Assuming

Maximum

Redemptions

into Cash

 
Year Ended March 31, 2023                                
Net (loss) income   $ (4,263 )     294       (5,186 )     (5,186 )
Weighted average shares outstanding – basic and diluted    

4,000,000

      1,768,000       9,250,796       7,700,499  
Basic and diluted net (loss) income per share   $

(1.07

)     0.17       (0.56 )     (0.67 )

 

SECURITIES AND DIVIDENDS

 

Nova Vision’s units, ordinary shares, warrants and rights are each quoted on the Nasdaq, under the symbols “NOVVU,” “NOVV,” “NOVVW,” and “NOVVR,” respectively. Each NOVV Unit consists of one ordinary share, one warrant entitling its holder to purchase one-half of one ordinary share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. Nova Vision’s units commenced trading on Nasdaq on August 6, 2021. Nova Vision’s ordinary shares, public rights and public warrants underlying the units sold in the IPO commenced trading separately on September 30, 2021 on a voluntary basis on Nasdaq.

 

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Nova Vision has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the PubCo board of directors. It is the present intention of the Nova Vision Board to retain all earnings, if any, for use in its business operations and, accordingly, Nova Vision’s board does not anticipate declaring any dividends in the foreseeable future.

 

Real Messenger’s securities are not currently publicly traded. We are applying to list the PubCo Ordinary Shares and PubCo Warrants on Nasdaq in connection with the Business Combination.

 

CONTROLLED COMPANY EXEMPTION

 

Following the completion of the Business Combination, Thomas Ma and his family members will control a majority of the voting power of the outstanding PubCo Ordinary Shares. As a result, PubCo will be a “controlled company” within the meaning of NASDAQ rules, and PubCo may qualify for and rely on exemptions from certain corporate governance requirements. Under NASDAQ corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements to:

 

  have a board that includes a majority of “independent directors,” as defined under NASDAQ rules;
     
  have a compensation committee of the board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
     
  have independent director oversight of director nominations.

 

PubCo intends to rely on the exemption from having a board that includes a majority of “independent directors” as defined under NASDAQ rules. PubCo may elect to rely on additional exemptions and it will be entitled to do so for as long as PubCo is considered a “controlled company,” and to the extent it relies on one or more of these exemptions, holders of PubCo Ordinary Shares will not have the same protections afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements.

 

RISK FACTORS

 

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, financial conditioning and results of operations of PubCo, and could adversely affect the trading price of PubCo’s securities following the business combination. The value of your investment in PubCo following consummation of the Business Combination will be subject to the significant risks affecting PubCo and Real Messenger. In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the headings “Forward-Looking Statements,” “Real Messenger’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Nova Vision’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes contained herein, you should carefully consider the following risk factors in deciding how to vote on the Proposals presented in this proxy statement/prospectus and before making a decision to invest in PubCo’s securities. The risks associated with Real Messenger, Nova Vision, the Business Combination and PubCo have been generally organized according to these categories discussed below, and many of these risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks relating to Real Messenger, Nova Vision, the Business Combination and PubCo, and not as a limitation on the potential impact of the matters discussed. The business, results of operations, financial condition and prospects of Real Messenger and PubCo could also be harmed by risks and uncertainties that are not presently known to them or that they currently believe are not material. If any of the risks actually occur, the business, results of operations, financial condition and prospects of Real Messenger and PubCo could be materially and adversely affected. Unless otherwise indicated, references to business being harmed in these risk factors include harm to business, reputation, brand, financial condition, results of operations and prospects.

 

32
 

 

Risks Related to Real Messenger’s Business

 

Our limited operating history and our evolving business make it difficult to evaluate and assess the success of our business to date, our future prospects and the risks and challenges that we may encounter.

 

These risks and challenges include our ability to:

 

  accurately forecast our revenue and plan our expenses;
  successfully introduce new products and services;
  successfully compete with current and future competitors;
  successfully expand our business in existing markets and enter new markets and geographies;
  comply with existing and new laws and regulations applicable to our business and the industry in which we operate;
  anticipate and respond to macroeconomic changes as well as changes in the markets and geographies in which we operate;
  maintain and expand our relationships with members, advertisers and other third parties;
  successfully execute on our sales and marketing strategies;
  hire, integrate and retain talented people at all levels of our organization;
  expand through future acquisitions and successfully identify and integrate acquired entities;
  successfully in-license or acquire other products and technologies and the terms of these transactions;
  successfully protect, maintain, expand, defend and enforce our intellectual property rights; and
  effectively manage our growth.

 

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, results of operations and prospects could be adversely affected. Further, because we have limited historical financial data and our business continues to evolve, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history, operated a more predictable business or operated in a less regulated industry. We have encountered and will continue to encounter multiple risks and uncertainties that are frequently experienced by growing companies with limited operating histories and evolving business that operate in rapidly changing, competitive industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.

 

We are an early-stage company and have not generated, and may never generate, material revenue or become profitable.

 

To grow our revenue, we must move quickly to establish our business as a “go-to” solution for influential real estate industry participants and consumers, on a large scale, benefitting from network effects. This will require us to be successful in a range of challenging activities, including validating our business model and leveraging key third-party relationships.

 

Our ability to generate revenue depends on a number of factors, including, but not limited to, our ability to:

 

  position our real estate solutions to effectively compete with other solutions;
  hire additional qualified personnel;
  enforce and defend intellectual property rights and claims; and
  maintain substantial and sustained interest in, and engagement with, our solutions.

 

Due to the uncertainties and risks associated with these activities, we are unable to accurately and precisely predict the timing and amount of revenues, or the extent of any losses. We may never generate revenue that is significant enough to achieve profitability. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis and we will continue to incur substantial research and development, advertising, and other expenditures to grow and market our solutions. Our failure in any of the above activities could jeopardize our revenue growth and profitability and could decrease the value of our securities and impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations.

 

33
 

 

Our business model is untested and may never be successful or generate sufficient growth to sustain profitability.

 

We are building an innovative platform for the real estate industry, leveraging our proprietary technology and unique experiences. However, our business model is untested, and any of the assumptions underlying our expectations may be incorrect. There can be no assurance that our assumptions are correct or that, if correct, our strategy will succeed.

 

Our business model may never be successful or generate sufficient growth to sustain profitability. Our competitors or new market entrants may adopt similar or otherwise more favorable products and strategies, leading to significant price competition and/or reducing or eliminating our competitive advantage, each of which could adversely affect our revenues.

 

Dependence on Key Personnel

 

Real Messenger’s ability to effectively manage its growth relies on the performance of highly skilled personnel, including its Chief Executive Officer and Co-Founder, Kwai Hoi (Thomas) Ma, and Co-Founder, Fredrik Eklund, among other members of its management team and other key employees. The loss of key personnel or an inability to attract, retain and motivate qualified personnel may impair Real Messenger’s ability to expand its business and achieve its financial goals. Real Messenger’s success is substantially dependent upon the continued service and performance of its senior management team and key personnel with digital, technical and real estate expertise. Although Real Messenger anticipates that its management and key personnel will remain in place following the Business Combination, it is possible that Real Messenger could lose some key personnel. Each of Mr. Ma and Mr. Eklund has a significant influence on and is a driver of Real Messenger’s business plan and business, design and technology development. If either of them were to discontinue his service to Real Messenger, Real Messenger would be significantly disadvantaged. The replacement of any members of Real Messenger’s senior management team or other key personnel likely would involve significant time and costs and may significantly delay or prevent the achievement of Real Messenger’s business objectives.

 

We have a short operating history in a new and unproven market, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

 

We have a short operating history in a new and unproven market that may not develop as expected, if at all. This short operating history makes it difficult to effectively assess our future prospects. You should consider our business and prospects in light of the risks and difficulties we encounter in this rapidly evolving market. These risks and difficulties include our ability to, among other things:

 

  increase our number of members and the level of member engagement;
  avoid interruptions or disruptions in our services and our app or;
  develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased member usage globally, as well as the deployment of new features and products;
  responsibly use the data that our members share with us to provide solutions that make our members more successful and productive;
  increase revenue from the solutions we provide;
  continue to earn and preserve our members’ trust with respect to their real estate needs;
  process, store and use personal data in compliance with governmental regulation and other legal obligations related to privacy;
  successfully compete with other companies that are currently in, or may in the future enter, the online real estate space;
  hire, integrate and retain world class talent; and
  successfully expand our business, especially in different countries.

 

If the market for our solutions does not develop as we expect, or if we fail to address the needs of this market, our business will be harmed. We may not be able to successfully address these risks and difficulties or others, including those described elsewhere in these risk factors. Failure to adequately address these risks and difficulties could harm our business and cause our operating results to suffer.

 

We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our app provides our users with a premium experience.

 

A key element to our continued growth is the ability of our members, users (whom we define as anyone who uses our app), enterprises and professional organizations in all geographies to access our app and our services within acceptable performance standards. We call this app performance. We have experienced, and may in the future experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, capacity constraints due to an overwhelming number of users accessing our services simultaneously, and denial of service or fraud or security attacks. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our solutions become more complex and our user traffic increases. If our app is unavailable when users attempt to access it or does not work as well as they expect, users may seek other solutions, and may not return to our offering as often in the future, or at all. This would negatively impact our ability to attract members, enterprises and professional organizations and increase engagement on our app. We expect to continue to make significant investments to maintain and improve app performance and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed.

 

Ongoing antitrust litigation involving real estate brokerage firms, the National Association of Realtors (NAR) and related real estate industry participants, could result in material changes to the residential real estate market, which may present both opportunities for our business, and risks that are difficult to quantify.

 

Although we believe that our technology is likely to fare well amid industry disruption, we cannot provide assurance that this will be the case. Ongoing antitrust litigation (including any injunctive relief, appeals or settlements), either alone or in combination with related regulatory or governmental actions, or any resulting changes to competitive dynamics or consumer preferences, could materially adversely impact the structure of the industry, including by potentially changing brokerage commission structures in ways that disincentivize real estate agents, and potentially reducing the number of active real estate agents in the market particularly on the buyer agent side.

 

If we do not anticipate and prepare for such changes, or capitalize upon them, they may adversely affect our services and financial results.

 

34
 

 

If our security measures are compromised, or if our apps or our platform is subject to attacks that degrade or deny the ability of members to access our solutions, members may curtail or stop use of our solutions.

 

Our solutions involve the storage and transmission of members’ information, some of which may be private, and security breaches could expose us to a risk of loss of this information, which could result in potential liability and litigation. Like all apps and websites, our app and our websites are vulnerable to computer viruses, break-ins, phishing attacks, attempts to overload our servers with denial-of-service or other attacks and similar disruptions from unauthorized use of our computer systems, any of which could lead to interruptions, delays, or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information. If we experience compromises to our security that result in app/website performance or availability problems, the complete shutdown of our app, or the loss or unauthorized disclosure of confidential information, our members may lose trust and confidence in us, and decrease the use of our app or stop using our app in its entirety. Further, outside parties may attempt to fraudulently induce employees, members or customers to disclose sensitive information in order to gain access to our information or our members’ information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often are not recognized until launched against a target and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures. Any or all of these issues could negatively impact our ability to attract new members and increase engagement by existing members, cause existing members to close their accounts or existing customers to cancel their contracts, subject us to third-party lawsuits, regulatory fines or other action or liability, thereby harming our operating results.

 

Our core value of putting our members first may conflict with the short-term interests of our business.

 

One of our core values is to make decisions based on the best interests of our members, which we believe is essential to our success in increasing our member growth rate and engagement and in serving the best, long-term interests of the company and our shareholders. Therefore, in the past, we have forgone, and may in the future forgo, certain expansion or short-term revenue opportunities that we do not believe are in the best interests of our members, even if our decision negatively impacts our operating results in the short term. In addition, as part of our philosophy of putting our members first, as long as our members are adhering to our terms of service, this philosophy may cause disagreements, or negatively impact our relationships, with our existing or prospective customers. This could result in enterprises and professional organizations blocking access to our website or refusing to engage with our solutions. Our decisions may not result in the long-term benefits that we expect, in which case our member engagement, business and operating results could be harmed.

 

The number of our members is higher than the number of members who engage daily with our app, and a substantial majority of our app usage is by a minority of our members.

 

A substantial number of our members do not use our app on a daily basis, and a substantial majority of our app usage is generated by a minority of our members. If we are unable to increase the breadth and frequency of our visiting members, then our business may not grow as fast as we expect, which will harm our operating and financial results and may cause our stock price to decline. In addition, based upon the experience of other social network businesses, the number of registered members in our network may be higher than the number of actual members because some members may have multiple registrations. Given the challenges inherent in identifying these accounts, we do not have a reliable system to accurately identify the number of actual members, and thus we rely on the number of registered members as our measure of the size of our network.

 

If our members’ profiles are out-of-date, inaccurate or lack the information that users and customers want to see, we may not be able to realize the full potential of our network, which could adversely impact the growth of our business.

 

If our members do not update their information or provide accurate and complete information when they join Real Messenger or do not establish sufficient connections, the value of our network may be negatively impacted because our value proposition as a source of accurate and comprehensive data will be weakened. For example, customers of our real estate solutions may not find members that meet their qualifications or may misidentify a candidate as having such qualifications, which could result in mismatches that erode customer confidence in our solutions. Similarly, incomplete or outdated member information would diminish the ability of our marketing solutions customers to reach their target audiences and our ability to provide our customers with valuable insights. Therefore, we must provide features and products that demonstrate the value of our network to our members and motivate them to contribute additional, timely and accurate information to their profile and our network. If we fail to successfully motivate our members to do so, our business and operating results could be adversely affected.

 

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We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and our actual or perceived failure to comply with such obligations could harm our business.

 

We receive, store and process personal information and other member data, and we enable our members to share their personal information with each other and with third parties. There are numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other member data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We generally comply with industry standards and are subject to the terms of our privacy policies and privacy-related obligations to third parties (including voluntary third-party certification bodies such as TRUSTe). We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection, to the extent possible. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to users or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other member data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause our members and customers to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties we work with, such as customers, vendors or developers, violate applicable laws or our policies, such violations may also put our members’ information at risk and could in turn have an adverse effect on our business.

 

Public scrutiny of Internet privacy issues may result in increased regulation and different industry standards, which could deter or prevent us from providing our current products and solutions to our members and customers, thereby harming our business.

 

The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet have recently come under increased public scrutiny. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices. In addition, the European Union is in the process of proposing reforms to its existing data protection legal framework, which may result in a greater compliance burden for companies with users in Europe. Various government and consumer agencies have also called for new regulation and changes in industry practices.

 

Artificial intelligence (AI) is a rapidly growing technology with the potential to transform many industries, but it also poses significant risks for our business.

 

Our solutions incorporate AI and the potential for unintended consequences is a major concern, as it could lead to unexpected disruptions in business operations, financial losses, and reputational damage. AI has the potential to rapidly disrupt established industries, business models and practices. Notwithstanding the powerful potential of this new technology, it entails substantial risks. These include the potential for bias in the data used to train AI systems. If the data used to train an AI system is biased, the resulting model may make inaccurate or unfair decisions, leading to negative consequences for our members and our business. Use of biased models could lead to regulatory fines and legal action for our members and potentially for our business. Another risk associated with AI is the potential for unintended consequences from the use of AI systems. This could include customers feeling misled by, or mistrustful of, our solutions. Although we regularly take steps to mitigate the risks posed by AI, such as by implementing robust governance and risk management processes for our AI systems, and regularly testing and monitoring their performance, we cannot provide assurance that we will successfully leverage their potential.

 

Our business, including our ability to operate and expand internationally, could be adversely affected if legislation or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our website, products, features or our privacy policy.

 

In particular, the success of our business has been, and we expect will continue to be, driven by our ability to responsibly use the data that our members share with us. Therefore, our business could be harmed by any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of data our members choose to share with us, or regarding the manner in which the express or implied consent of consumers for such use and disclosure is obtained. Such changes may require us to modify our products and features, possibly in a material manner, and may limit our ability to develop new products and features that make use of the data that our members voluntarily share with us.

 

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Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

 

We are subject to a variety of laws in the United States and abroad, including laws regarding data retention, privacy and consumer protection, that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. In addition, regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning data protection and other matters that may be applicable to our business. It is also likely that as our business grows and evolves and our solutions are used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject. See the discussion included in “Government Regulation” beginning on page 115 of this proxy statement.

 

If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain solutions, which would negatively affect our business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

 

We expect our operating results to fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet the expectations of securities analysts or investors.

 

Our revenue and operating results could vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance because of a variety of factors, some of which are outside of our control. Any of these events could cause the market price of our Class A Ordinary Shares to fluctuate. Factors that may contribute to the variability of our operating results include:

 

  the unproven nature of our business model;
  our commitment to putting our members first even if it means forgoing short-term revenue opportunities;
  the cost of investing in our technology infrastructure may be greater than we anticipate;
  our ability to increase our member base and member engagement;
  disruptions or outages in our website availability, actual or perceived breaches of privacy, and compromises of our member data;
  the entrance of new competitors in our market whether by established companies or the entrance of new companies;
  changes in our pricing policies or those of our competitors;
  macroeconomic changes, in particular, deterioration in real estate markets, which would adversely impact sales of our solutions, or economic growth that does not lead to growth in real estate prices and activity, for instance growth coupled with increases in interest rates;
  the timing and costs of expanding our sales organization and delays or inability in achieving expected productivity;
  our ability to increase sales of our products and solutions to new customers and expand sales of additional products and solutions to our existing customers; and
  general industry and macroeconomic conditions.

 

Given our short operating history and the rapidly evolving market of real estate-related apps, our historical operating results may not be useful to you in predicting our future operating results. As our revenue growth rate slows, we expect that the cyclicality and seasonality in our business may become more pronounced and may in the future cause our operating results to fluctuate. In addition, global economic concerns continue to create uncertainty and unpredictability and add risk to our future outlook. Sovereign debt issues and economic uncertainty in the United States and Europe and around the world raise concerns in markets important to our business. An economic downturn in any particular region in which we do business or globally could result in reductions in real estate activity and other adverse effects that could harm our operating results.

 

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We have implemented a disaster recovery program, which allows us to move production to a back-up data center in the event of a catastrophe. Although this program is functional, it does not yet provide a real-time back-up data center, so if our primary data center shuts down, there will be a period of time that the website will remain shut down while the transition to the back-up data center takes place.

 

Our systems are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks and similar events. Our U.S. corporate offices and certain of the facilities we lease to house our computer and telecommunications equipment are located in Southern California, a region known for seismic activity. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems at our hosting facilities could result in lengthy interruptions in our services.

 

We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business that may result from interruptions in our service as a result of system failures.

 

We expect that our costs will increase, such we may not be able to generate sufficient revenue to create and sustain profitability over the long term.

 

We expect our costs to increase in future periods, which could negatively affect our future operating results. In particular, in 2023 and 2024, we plan to continue to invest for future growth, and as a result we do not expect to be profitable on a GAAP basis in 2023 or 2024. We expect to continue to expend substantial financial and other resources on:

 

  our technology infrastructure, including website architecture, development tools scalability, availability, performance and security, as well as disaster recovery measures;
  product development, including investments in our product development team and the development of new features;
  sales and marketing, including a significant expansion of our sales organization;
  international expansion in an effort to increase our member base, engagement and sales; and
  general administration, including legal and accounting expenses related to being a public company.

 

These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business, our operating results and business would be harmed.

 

We expect to face increasing competition in the market for online professional networks from social networking sites and Internet search companies, among others, as well as continued competition for customers of our hiring and marketing solutions.

 

We face significant competition in all aspects of our business, and we expect such competition to increase, particularly in the market for online professional networks.

 

Our industry is evolving rapidly and is becoming increasingly competitive.

 

Larger and more established companies may focus on our market and could directly compete with us. Smaller companies, including application developers, could also launch new products and services that compete with us and that could gain market acceptance quickly. We also expect our existing competitors in the market for online real estate solutions to continue to focus on these areas. A number of these companies may have greater resources than us, which may enable them to compete more effectively. Additionally, users of social networks may choose to use, or increase their use of, those networks for their real estate activities, which may result in those users decreasing or eliminating their use of Real Messenger. Companies that currently focus on social networking could also expand their focus to professionals. We and other companies have historically established alliances and relationships with some of these companies to allow broader exposure to users and access to data online. We may also, in the future, establish alliances or relationships with other competitors or potential competitors. To the extent companies terminate such relationships and establish alliances and relationships with others, our business could be harmed. Specifically, we compete for members, enterprises and professional organizations as discussed below.

 

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The market for online solutions focused on real estate is established (in terms of widespread interest by industry participants and solutions) and yet rapidly evolving (in terms of changes in features offered). Other companies such as large real estate brokerages, Zillow, Facebook, Alphabet (Google), Microsoft and Twitter are developing or could develop competing solutions. Further, some of these companies are partnering with third parties to offer products and services that could compete with ours. Our competitors may announce new products, services or enhancements that better address changing industry standards or the needs of members and customers, such as mobile access. Any such increased competition could cause pricing pressure, loss of market share or decreased member engagement, any of which could adversely affect our business and operating results. Internet search engines could also change their methodologies in ways that adversely affect our ability to optimize our page rankings within their search results.

 

If we fail to effectively manage our growth, our business and operating results could be harmed.

 

We expect rapid growth in our headcount and operations, which will place significant demands on our management and our operational and financial infrastructure. As of June 15, 2023, approximately 50% of our employees had been with us for less than one year and approximately 68% for less than two years. As we continue to grow, we must effectively integrate, develop and motivate a large number of new employees in various countries around the world, and we must maintain the beneficial aspects of our corporate culture. In particular, we intend to continue to make substantial investments to expand our research and development, sales, and general and administrative organizations, and our international operations. To attract top talent, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages before we can validate the productivity of those employees. The risks of over-hiring or over-compensating and the challenges of integrating a rapidly growing employee base into our corporate culture are exacerbated by our international expansion. Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity and retention could suffer, and our business and operating results could be adversely affected.

 

Additionally, if we do not effectively manage the growth of our business and operations, the quality of our solutions could suffer, which could negatively affect our brand, operating results and overall business. Further, we have made changes in the past, and will in the future make changes, to our features, products and services that our members or customers may not like, find useful or agree with. We may also decide to discontinue certain features, products or services, or charge for certain features, products or services that are currently free or increase fees for any of our features, products or services. If members or customers are unhappy with these changes, they may decrease their engagement on our site, or stop using features, products or services or the site generally. They may, in addition, choose to take other types of action against us such as organizing petitions or boycotts focused on our company, our website or any of our services, filing claims with the government or other regulatory bodies, or filing lawsuits against us. Any of these actions could negatively impact our member growth and engagement and our brand, which would harm our business. To effectively manage this growth, we will need to continue to improve our operational, financial and management controls, and our reporting systems and procedures by, among other things:

 

  improving our information technology infrastructure to maintain the effectiveness of our solutions;
  enhancing information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other and our growing base of members, enterprises and professional organizations;
  enhancing our internal controls to ensure timely and accurate reporting of all of our operations; and
  appropriately documenting our information technology systems and our business processes.

 

These systems enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources. If we fail to implement these improvements effectively, our ability to manage our expected growth and comply with the rules and regulations that are applicable to publicly reporting companies will be impaired.

 

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Our international operations are subject to increased challenges and risks.

 

We expect to significantly expand our international operations in the future by expanding our offerings in new languages and possibly by opening offices in new countries. However, we have limited operating history, and our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. International expansion will require us to invest significant funds and other resources. Expanding internationally may subject us to risks that we have either not faced before or increase risks that we currently face, including risks associated with:

 

  recruiting and retaining talented and capable employees in foreign countries;
  providing solutions across a significant distance, in different languages and among different cultures, including potentially modifying our solutions and features to ensure that they are culturally relevant in different countries;
  increased competition from local websites and services, that provide online real estate solutions, who may also expand their geographic footprint;
  compliance with applicable foreign laws and regulations;
  longer payment cycles in some countries;
  credit risk and higher levels of payment fraud;
  compliance with anti-bribery laws including without limitation, compliance with the Foreign Corrupt Practices Act and the UK Anti-Bribery Act;
  currency exchange rate fluctuations;
  foreign exchange controls that might prevent us from repatriating cash earned outside the United States;
  political and economic instability in some countries;
  double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; and
  higher costs of doing business internationally.

 

If our revenue from our international operations, and particularly from our operations in the countries and regions on which we have focused our spending, do not exceed the expense of establishing and maintaining these operations, our business and operating results will suffer.

 

Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our base of members, enterprises and professional organizations, or our ability to increase their level of engagement.

 

We have developed a strong brand that we believe has contributed significantly to the success of our business. Our brand is predicated on the idea that individual professionals will find immense value in building and maintaining their professional identities and reputations on our platform. Maintaining, protecting and enhancing the “Real Messenger” brand is critical to expanding our base of members, enterprises, advertisers, corporate customers and other partners, and increasing their engagement with our website, and will depend largely on our ability to maintain member trust, be a technology leader and continue to provide high-quality solutions, which we may not do successfully. If we do not successfully maintain a strong brand, our business could be harmed.

 

We may not be able to successfully halt the operations of apps and websites that aggregate our data as well as data from other companies, including social networks, or copycat websites that have misappropriated our data in the past or may misappropriate our data in the future.

 

From time to time, third parties have misappropriated our data through website scraping, robots or other means and aggregated this data on their websites with data from other companies. In addition, “copycat” websites and apps have misappropriated data on our network and attempted to imitate our brand or the functionality of our website. When we have become aware of such occurrences, we have employed technological or legal measures in an attempt to halt their operations. However, we may not be able to detect all such occurrences in a timely manner and, even if we could, technological and legal measures may be insufficient to stop their operations. In some cases, particularly in the case of third parties operating outside of the United States, our available remedies may not be adequate to protect us against such websites. Regardless of whether we can successfully enforce our rights against these third parties, any measures that we may take could require us to expend significant financial or other resources.

 

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Failure to protect or enforce our intellectual property rights could harm our business and operating results.

 

We regard the protection of our trade secrets, copyrights, trademarks, trade dress, domain names and patents as critical to our success. In particular, we must maintain, protect and enhance the Real Messenger brand. We strive to protect our intellectual property rights by relying on foreign, federal, state and common law rights, as well as contractual restrictions. We enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others.

 

We pursue the registration of our domain names, trademarks, and service marks in the United States and in certain locations outside the United States. Effective trade secret, copyright, trademark, trade dress, domain name and patent prosecution is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We are seeking to protect our trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful or which may not pursue in every location. We may, over time, increase our investment in protecting our innovations through increased patent filing that is expensive and time-consuming.

 

Litigation may be necessary to enforce our intellectual property rights, protect our respective trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and operating results. We may incur significant costs in enforcing our trademarks against those who attempt to imitate our “Real Messenger” brand. If we fail to maintain, protect and enhance our intellectual property rights, our business and operating results may be harmed and the market price of our Class A Ordinary Shares could decline.

 

We may in the future be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could harm our business and operating results.

 

We may become party to lawsuits in the normal course of business. Litigation in general is often expensive and disruptive to normal business operations. We expect to face in the future, allegations and lawsuits that we have infringed the intellectual property and other rights of third parties, including patents, privacy, trademarks, copyrights and other rights. Litigation, and particularly the patent infringement and class action matters we may face, may be protracted and expensive, and the results are difficult to predict. Adverse outcomes may result in significant settlement costs or judgments, require us to modify our products and features while we develop non-infringing substitutes or require us to stop offering certain features.

 

In addition, we use open-source software in our solutions and will use open-source software in the future. From time to time, we may face claims against companies that incorporate open-source software into their products, claiming ownership of, or demanding release of, the source code, the open-source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our solutions, any of which would have a negative effect on our business and operating results.

 

Although the results of litigation and claims cannot be predicted with certainty, we do not believe that the final outcome of any matter that we currently face will have a material adverse effect on our business. However, there can be no assurance that our expectations will prove correct, and even if these matters are not resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or, resolve them, could harm our business, our operating results, our reputation or the market price of our Class A Ordinary Shares.

 

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If we do not continue to attract new customers, or if existing customers do not maintain their relationship with us, reduce their interaction with us, or fail to adopt or purchase additional solutions, we may not achieve our revenue projections, and our operating results would be harmed.

 

In order to grow our business, we must continually attract new members, sell additional solutions to existing members and retain members while maintaining their engagement. The success of our business will be highly correlated with the “network effect” that we and our members achieve. Having a large member network provides users confidence that Real Messenger is the best place for their real estate activities, and the best source of information on real estate opportunities of interest to them. A large member network creates a “domino effect” that inures to the benefit of Real Messenger and its members – namely, more members makes our solution more attractive to new users, resulting in a network effect that potentially strengthens our first-to-market advantage. However, despite the potential first-mover advantage of the Real Messenger network over other similar solutions, it is possible that real or perceived shortcomings in our network, or technological, regulatory or other developments, including the failure to implement planned changes, could result in a decline in popularity and acceptance of our network.

 

Our ability to do so depends in large part on the success of our sales and marketing efforts. We do not enter into long-term contracts with our members, and even if we do in future, they would likely be terminable on short notice. We have limited historical data with respect to rates of long-term member usage and retention, so we may not accurately predict future trends for any of these metrics.

 

We must demonstrate that our real estate solutions are an important tool for participants in the relevant real estate markets, and that our solutions provide them with access to desirable properties and to influential, affluent and highly educated audiences. However, potential members may not be familiar with our solutions or may prefer other more traditional products and services for their real estate needs.

 

The rate at which we expand our member base or increase our members’ renewal rates may decline or fluctuate because of several factors, including the prices of our solutions, the prices of products and services offered by our competitors, reduced hiring by our members or reductions in their hiring or marketing spending levels due to macroeconomic or other factors and the efficacy and cost-effectiveness of our solutions. If we do not attract new members or if our members do not renew their agreements for our solutions, renew on less favorable terms, or do not purchase additional functionality or offerings, our revenue may grow more slowly than expected or decline.

 

Ultimately, attracting new members and retaining existing members requires that we continue to provide high quality solutions that our members value. In particular, our real estate solutions members will discontinue their purchases of our solutions if we fail to effectively connect them with the properties they seek. Therefore we must continue to demonstrate to our members that using our solutions is the most effective and cost-efficient way to maximize their results. Even if our marketing solutions are providing value to our members, advertisers are sensitive to general economic downturns and reductions in consumer spending, among other events and trends, which generally results in reduced advertising expenditures and could adversely affect sales of our marketing solutions. If we fail to provide high quality solutions and convince members of our value proposition, we may not be able to retain existing members or attract new members, which would harm our business and operating results.

 

We depend on world class talent to grow and operate our business, and if we are unable to hire, retain and motivate our personnel, we may not be able to grow effectively.

 

Our future success will depend upon our continued ability to identify, hire, develop, motivate and retain world class talent. Our ability to execute efficiently is dependent upon contributions from all of our employees, in particular our senior management team. Key institutional knowledge remains with a small group of long-term employees and directors whom we may not be able to retain. We may not be able to retain the services of any of our long-term employees or other members of senior management in the future. We do not have employment agreements other than offer letters with any key employee, and we do not maintain key person life insurance for any employee. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed.

 

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Our growth strategy also depends on our ability to expand and retain our organization with world class talent.

 

Identifying, recruiting, training and integrating qualified individuals will require significant time, expense and attention. In addition to hiring new employees, we must continue to focus on retaining our best talent. Competition for these resources is intense, particularly in California, where our headquarters and our Chief Data Officer (CDO) are located. If we are not able to effectively increase and retain our talent, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed.

 

Enterprises or professional organizations, including governmental agencies, may restrict access to our solutions, which could lead to the loss or slowing of growth in our member base or the level of member engagement.

 

Our solutions depend on the ability of our members to access the Internet and our application. Enterprises or professional organizations, including governmental agencies, could block access to our application or the Internet generally for a number of reasons such as security or confidentiality concerns or regulatory reasons, or they may adopt policies that prohibit listing the employers’ names on their employees’ Real Messenger profiles in order to minimize the risk that employees will be contacted and hired by other employers. For example, the government of the People’s Republic of China has at times blocked access to other social networks in China, temporarily or permanently. We cannot assure you that the Chinese government will not block access to one or more of our features and products or our application in China for a longer period of time or permanently. As another example, governmental agencies and industry organizations with responsibility for regulating real estate brokerage and related professions (whether such regulation has the force of law or otherwise), may block or limit access to our application out of concern that our solution competes with established means of marketing real estate, and/or violates applicable law. If these entities block or limit access to our application or adopt policies restricting our members from providing us with accurate and up-to-date information, the value of our network could be negatively impacted, which would adversely affect our ability to offer compelling real estate solutions to our members.

 

Our growth depends in part on the success of our strategic relationships with third parties.

 

We anticipate that we will continue to depend on relationships with various third parties, including technology and content providers to grow our business. Identifying, negotiating and documenting relationships with third parties require significant time and resources, as does integrating third-party content and technology. Our agreements with technology and content providers and similar third parties are typically non-exclusive and do not prohibit them from working with our competitors or from offering competing services. Our competitors may be effective in providing incentives to these parties to favor their solutions or may prevent us from developing strategic relationships with these parties. In addition, these third parties may not perform as expected under our agreements with them, and we have had, and may in the future have, disagreements or disputes with these parties, which could negatively affect our brand and reputation. It is possible that these third parties may not be able to devote the resources we expect to the relationship. If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to compete in the marketplace or to grow our revenue could be impaired, and our operating results would suffer. Even if we are successful, these relationships may not result in improved operating results.

 

If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.

 

As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. We incur expenses for employee compensation and other operating expenses in Hong Kong and in the United States (in the local currency), and we expect that an increasing percentage of our international revenue will be from customers who pay us in currencies other than the U.S. dollar. Fluctuations in the exchange rates between the U.S. dollar and those other currencies could result in the dollar equivalent of such expenses being higher and/or the dollar equivalent of such foreign-denominated revenue being lower than would be the case if exchange rates were stable. This may result in losses on foreign currency exchange and could have a negative impact on our reported operating results. To date, we have not engaged in any hedging strategies, and any such strategies, such as forward contracts, options and foreign exchange swaps related to transaction exposures that we may implement to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations.

 

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The intended tax benefits of our corporate structure and intercompany arrangements depend on the application of the tax laws of various jurisdictions and on how we operate our business.

 

Our corporate structure and intercompany arrangements, including the manner in which we develop and use our intellectual property and the transfer pricing of our intercompany transactions, are intended to reduce our worldwide effective tax rate. The application of the tax laws of various jurisdictions, including the United States, to our international business activities is subject to interpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and harm our financial position and results of operations.

 

The enactment of legislation Implementing changes in the U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.

 

The current administration has made public statements indicating that it has made international tax reform a priority, and key members of the U.S. Congress have conducted hearings and proposed new legislation. Changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of our foreign earnings. Due to the large and expanding scale of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and harm our financial position and results of operations.

 

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

 

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing solutions, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A Ordinary Shares. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

 

We have identified material weaknesses in our internal control over financial reporting. These material weaknesses could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

 

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

 

As described elsewhere in this proxy statement/prospectus, we have identified material weaknesses in our internal control over financial reporting as follows: (1) we lack sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address certain accounting issues, and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements; and (2) we lack comprehensive accounting policies and procedures manual in accordance with U.S. GAAP.

 

We intend to take a number of measures to remediate these material weakness, including without limitation:

 

- Appointing three independent director nominees who have extensive U.S. public company experience to serve on our board of directors.

 

- Establishing appropriate internal audit functions by engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley Act (SOX) compliance requirements and improvement of overall internal controls;

 

- Hiring additional qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen our financial reporting function and to establish and maintain an appropriate financial and system control framework;

 

- Implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; and

 

- Review additional options to strengthen corporate governance.

 

We plan to take the first remediation measure upon effectiveness of the registration statement on Form F-4, and the remaining remediation measures as soon as practicable but in any case within a reasonable period after the effectiveness of this registration statement.

 

However, if we are unable to remediate these material weaknesses in a timely manner or if we identify additional material weaknesses, we may be unable to provide required financial information in a timely or reliable manner and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the SEC, Nasdaq or other regulatory authorities. In such a case, there could be a material adverse effect on our business.

 

The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our stock. In addition, we may incur additional costs to remediate the material weakness in our internal control over financial reporting.

 

We can give no assurance that the measures we intend to take will remediate the material weaknesses identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls or otherwise.

 

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We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

 

As a result of the material weaknesses described above, we face potential litigation or other disputes, which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from, among others, the material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future.

 

Risks Related to Doing Business in China and/or Hong Kong

 

Real Messenger’s operations are headquartered in California. The initial focus of its business is on the U.S. market and it does not expect to generate revenues in China (including Hong Kong and Macau). Therefore, the NOVA Board does not consider that Real Messenger has its principal business operations in China (including Hong Kong and Macau). However, the majority of Real Messenger’s development team is located in Hong Kong and all of its board members currently reside in Hong Kong. It also has two Hong Kong subsidiaries: Real Corporation Limited, which houses the majority of its development team; and HOHOJO.com Limited, which is dormant company that holds certain deferred tax losses and conducts no operations whatsoever. Although Hong Kong, a Special Administrative Region of China, has its own governmental and legal system that is independent from China under “One Country, Two Systems” policy, it is uncertain whether in the future the PRC government will exert substantial influence, discretion, oversight, and control over the manner in which Hong Kong-based entities must conduct their business activities. As a result, the legal and operational risks associated with operating in China also apply to Real Messenger’s operations in Hong Kong.

 

China’s or Hong Kong’s economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on our business.

 

Our business, financial condition, results of operations, prospects and certain transactions we may undertake are subject to economic, political and legal developments in Hong Kong and/or China.

 

Although Hong Kong has a separate legal and government system from China and has a market economy that is different from the planned economy in China, there is no guarantee that Hong Kong’s legal, governmental and economic systems will remain separate from those of China. China’s economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although China’s economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations could adversely affect the economy in China and could have a material adverse effect on our business.

 

The PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce new measures that will have a negative effect on us. China’s social and political conditions may change and become unstable. Any sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations.

 

Our business is subject to complex and rapidly evolving laws and regulations in the PRC. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities.

 

The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

 

● Delay or impede our development,

 

● Result in negative publicity or increase our operating costs,

 

● Require significant management time and attention, and

 

● Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

 

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The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected, and the value of PubCo’s Ordinary Shares could be materially adversely affected.

 

Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us.

 

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.

 

In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

 

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business, financial condition and results of operations.

 

The PRC government has significant oversight and discretion over the conduct of a PRC company’s business and may intervene with or influence its operations at any time as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect the business, financial condition and results of operations of our Hong Kong subsidiaries. Uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operations at any time, could result in a material change in our operations and/or the value of PubCo’s securities.

 

If the Chinese government were to impose new requirements for approval from the PRC authorities to issue PubCo’s securities to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.

 

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including the Business Combination.

 

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the “M&A Rules,” adopted by the Chinese government requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. Since these statements and regulatory actions by the PRC government are newly published, their interpretation, application and enforcement is unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities.

 

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To the best of our knowledge, on the basis that Real Messenger does not have any business operations in mainland China, the Business Combination is not subject to any registration or filing with the CSRC under the Trial Measures. However, our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or become worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if (i) we or our subsidiaries do not receive or maintain such filings, permissions or approvals required by the PRC government, (ii) we inadvertently conclude that such filings, permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such filings, permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental occurs with little advance notice. Since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange.

 

According to the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”) and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), only new initial public offerings and refinancings by existing overseas listed Chinese companies will be required to go through the filing process with PRC administrations; other existing overseas listed companies will be allowed sufficient transition period to complete their filing procedure. It is uncertain when the Administration Provisions and the Measures will take effect or if they will take effect as currently drafted.

 

To the best of our knowledge, on the basis that Real Messenger does not have any business operations in mainland China, (1) we and our subsidiaries are not required to obtain permission or approval from Chinese authorities to operate our business and to offer the securities being registered to foreign investors, (2) neither we nor our subsidiaries have applied for any permission or approval from Chinese authorities, including CSRC and CAC and we have not received or been denied such permissions by any PRC authorities, and (3) neither we nor our subsidiaries are covered by permissions requirements from the CSRC, CAC or any other governmental agency that is required to approve our operations or the Business Combination. As of the date of this proxy statement/prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to the Business Combination from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.

 

If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for the Business Combination, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt the Business Combination before settlement and delivery of PubCo’s securities. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for the Business Combination, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

 

Moreover, if (1) we are required to but do not receive or maintain approvals from the PRC authorities, (2) we inadvertently conclude that such approvals are not required, or (3) applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to investigations by competent regulators, or to fines or penalties, and/or we may be ordered to suspend our relevant operations and rectify any non-compliance, or prohibited from engaging in relevant business or conducting any offering or business combination; and these risks could result in a material adverse change in our operations, significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

 

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The Chinese government may exert substantial influence over the manner in which we must conduct our business activities, and may intervene or influence our operations at any time, which could result in a material change in our operations and/or cause the value of PubCo’s securities to significantly decline or become worthless.

 

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Despite the current Hong Kong legal environment of “One Country, Two Systems,” if such policy extends to cover Hong Kong, Real Messenger’s ability to operate in Hong Kong may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

 

We could be subject to regulations by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. If the PRC government initiates an investigation into us at any time alleging us violation of cybersecurity laws, anti-monopoly laws, and securities offering rules in China in connection with the Business Combination, we may have to spend additional resources and incur additional time delays to comply with the applicable rules, and our business operations will be affected materially and any such action could cause the value of our securities to significantly decline or become worthless. Any of the above could result in a material change in our operations and/or cause the value of PubCo’s securities to significantly decline or become worthless.

 

If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.

 

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. The PRC has recently promulgated new rules that require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that will significantly tighten oversight over China-based internet giants. The Measures for Cybersecurity Review (2021 version) was promulgated on December 28, 2021 and became effective on February 15, 2022. These measures specify that any “online platform operators” controlling the personal information of more than one million users which seek to list on a foreign stock exchange are subject to prior cybersecurity review.

 

To the best of our knowledge, on the basis that Real Messenger does not have any business operations in mainland China, the Business Combination is not subject to the review or prior approval of the CAC or the CSRC and we and our subsidiaries are not covered by such permissions requirements. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or become worthless.

 

U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our Hong Kong subsidiaries.

 

Any disclosure of documents or information located in China by foreign agencies may be subject to jurisdiction constraints and must comply with China’s state secrecy laws, which broadly define the scope of “state secrets” to include matters involving economic interests and technologies. There is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect our Hong Kong subsidiaries could be honored by us, by entities who provide services to us or with whom we associate in China, without violating PRC legal requirements.

 

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in Hong Kong, based on United States or other foreign laws, against us, our directors, executive officers or experts named in this prospectus. Therefore, you may not be able to enjoy the protection of such laws in an effective manner.

 

PubCo is a Cayman Islands company. Real Messenger currently conducts a portion of its operations in Hong Kong and has assets that are located in Hong Kong.  Moreover, a majority of PubCo’s executive officers and directors will reside in and/or have significant ties to Hong Kong. As a result, it may be difficult or impossible for shareholders to bring an action against us or against these individuals in Hong Kong in the event that you believe that your rights have been infringed under the securities laws of the United States or otherwise.

 

In addition, uncertainty also exists as to whether the courts of Hong Kong would recognize or enforce judgments of U.S. courts obtained against us or our officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Hong Kong against us or such persons predicated upon the securities laws of the United States or any state thereof.

 

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Risks Related to PubCo’s Corporate Structure

 

In the event that PubCo relies on dividends and other distributions on equity paid by its Hong Kong subsidiaries to fund any cash and financing requirements it may have, any limitation on the ability of the Hong Kong subsidiaries to make payments to PubCo could have a material and adverse effect on its ability to conduct its business.

 

In general, PRC companies’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit a PRC company to pay dividends to its shareholders only out of its accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. If a PRC company incurs debt on its own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to its parent. The PRC Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated.

 

Under Hong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves. Dividends cannot be paid out of share capital. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

 

Any limitation on the ability of PubCo’s Hong Kong subsidiaries to pay dividends or make other distributions to PubCo could materially and adversely limit PubCo’s ability to grow, make investments or acquisitions that could be beneficial to PubCo’s business, pay dividends, or otherwise fund and conduct its business.

 

To the extent cash or assets in PubCo’s business is in Hong Kong or in its Hong Kong subsidiaries, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on PubCo’s ability or the ability of its subsidiaries by the PRC government to transfer cash or assets.

 

PubCo may in the future depend on dividends and other distributions on equity paid by its Hong Kong subsidiaries or depend on its assets located in China or Hong Kong for its cash and financing requirements. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Shortages in availability of foreign currency may then restrict the ability of PubCo’s subsidiaries to remit sufficient foreign currency to its offshore entities for its offshore entities to pay dividends or make other payments or otherwise to satisfy its foreign-currency-denominated obligations. Therefore, to the extent cash or assets in PubCo’s business is in the PRC or Hong Kong or in the Hong Kong subsidiaries, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on PubCo’s ability or the ability of PubCo’s subsidiaries by the PRC government to transfer cash or assets.

 

The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting processes may be put forward by the State Administration of Foreign Exchange of the PRC (“SAFE”) for cross-border transactions. Any limitation on the ability of the Hong Kong subsidiaries to pay dividends or make other kinds of payments to PubCo could materially and adversely limit its ability to grow, make investments or acquisitions that could be beneficial to its business, pay dividends or otherwise fund and conduct its business.

 

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to PubCo’s Hong Kong subsidiaries, which could materially and adversely affect PubCo’s liquidity and its ability to fund and expand its business.

 

Any funds transfer to a PRC subsidiary, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises, or FIEs, in China, capital contributions to a PRC company are subject to the approval of or filing with the Ministry of Commerce, or MOFCOM or its local branches and registration with a local bank authorized by the State Administration of Foreign Exchange, or SAFE. In addition, (i) a foreign loan of less one year duration procured by a PRC company is required to be registered with SAFE or its local branches and (ii) a foreign loan of one year duration or more procured by a PRC company is required to be applied to the NDRC in advance for undergoing recordation registration formalities. Any medium or long-term loan to be provided to a PRC company, must be registered with the NDRC and the SAFE or its local branches. If such regulations are applied to PubCo’s Hong Kong subsidiaries in the future, we may not be able to complete such registrations on a timely basis, with respect to future capital contributions or foreign loans by PubCo to the Hong Kong subsidiaries.

 

Currently the Hong Kong subsidiaries do not need to obtain approval from or register with governmental authorities in China or in Hong Kong in order to raise capital, but it is unclear if the PRC or Hong Kong authorities will in the future interpret the abovementioned regulations in a way that will subject Hong Kong companies to the same restrictions as a PRC company. If the abovementioned regulations is applied by the authorities to the Hong Kong subsidiaries, PubCo’s ability to capitalize our operations through the Hong Kong subsidiaries may be negatively affected, which could adversely affect PubCo’s liquidity and its ability to fund and expand its business.

 

Risks Related to Nova Vision and the Business Combination

 

Nova Vision will be forced to liquidate the Trust Account if it cannot consummate a business combination by August 10, 2024, or up to 36 months from the closing of the IPO if it extends the period of time to consummate a business combination, as described in more detail in this proxy statement/prospectus (the “Combination Period”); in such event, Nova Vision’s public shareholders will receive $[    ] per share and the NOVA Warrants and NOVA Rights will expire worthless.

 

If Nova Vision is unable to complete a business combination within the Combination Period, and is forced to liquidate, the initial per-share liquidation distribution will be [$*], plus interest earned on amounts held in trust that have not been used to pay for taxes. Furthermore, there will be no distribution with respect to the NOVA Warrants and NOVA Rights, which will expire worthless as a result of Nova Vision’s failure to complete a business combination.

 

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Nova Vision does not have a specified maximum redemption threshold in Nova Vision’s current third amended and restated memorandum and articles of association. The absence of such a redemption threshold may make it possible for Nova Vision to consummate the Business Combination, in connection with which a substantial majority of Nova Vision’s public shareholders may redeem their Public Shares.

 

Nova Vision’s current third amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that (i) Nova Vision will not redeem the Public Shares in an amount that would cause Nova Vision’s net tangible assets to be less than $5,000,001 upon consummation of the Business Combination (such that it will not be subject to the SEC’s “penny stock” rules) and (ii) no shareholder acting together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Public Shares may exercise such redemption right with respect to more than 15% of the Public Shares without Nova Vision’s prior consent.

 

There is no guarantee that a shareholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

 

Nova Vision can give no assurance as to the price at which a shareholder may be able to sell its Public Shares in the future following the consummation of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price of PubCo and may result in a lower value realized upon redemption than a shareholder of Nova Vision might realize in the future had the shareholder not redeemed its Public Shares. Similarly, if a shareholder does not redeem its Public Shares, the shareholder will bear the risk of ownership of PubCo Ordinary Shares after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its shares of PubCo Ordinary Shares in the future for a greater amount than the redemption price paid in connection with the redemption of the Public Shares in connection with the consummation of the Business Combination. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

 

Nova Vision’s shareholders who attempted to redeem their Public Shares may be unable to sell their Public Shares when they wish in the event that the Business Combination is not consummated.

 

If Nova Vision requires public shareholders who wish to redeem their Public Shares in connection with the consummation of the Business Combination to comply with specific requirements for redemption as described in this proxy statement/prospectus and the Business Combination is not consummated, Nova Vision will promptly return such certificates to its public shareholders. Accordingly, public shareholders who attempted to redeem their Public Shares in such a circumstance will be unable to sell their Public Shares in the event that the Business Combination is not consummated until Nova Vision has returned their Public Shares to them. The market price for shares of the NOVA Ordinary Shares may decline during this time and you may not be able to sell your Public Shares when you wish, even while other shareholders that did not seek redemption may be able to sell their NOVA Ordinary Shares.

 

You must tender your NOVA Ordinary Shares in order to validly seek redemption at the Extraordinary General Meeting.

 

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Nova Vision’s transfer agent by two business days before the Extraordinary General Meeting, or deliver your NOVA Ordinary Shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, which election would likely be determined based on the manner in which you hold your NOVA Ordinary Shares. The requirement for physical or electronic delivery by two business days before the Extraordinary General Meeting ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

 

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The market price of our ordinary shares after the business combination may be subject to downward pressure due to redemptions NOVA Ordinary Shares, exercises of outstanding options, or from additional issuances of our NOVA Ordinary Shares.

 

After the closing of the IPO, Nova Vision has held two annual meetings. In connection with the extension proposal voted on during the annual meetings, Nova Vision granted public shareholders the right to redeem their shares. As of the date of this proxy statement/prospectus, 4,199,703 Public Shares have been redeemed, with 1,550,297 Public Shares currently issued and outstanding.

 

In relation to the business combination, Nova Vision could potentially experience further redemptions prior to the Extraordinary General Meeting. These additional redemptions might have an impact on our ability to finance the post-combination company, including the possibility that Nova Vision may not be able to secure additional capital on favorable terms. If Nova Vision were to complete one or more capital-raising transactions, the existing holders of Nova Vision Ordinary Shares would experience dilution.

 

The potential issuance of additional shares of PubCo Ordinary Shares could potentially exert an adverse effect on the market price of our PubCo Ordinary Shares.

 

If third parties bring claims against Nova Vision, the proceeds held in trust could be reduced and the per-share liquidation price received by Nova Vision’s shareholders may be less than [$*].

 

Nova Vision’s placing of funds in the Trust Account may not protect those funds from third party claims against Nova Vision. Although Nova Vision has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Nova Vision’s public shareholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of Nova Vision’s public shareholders. The Sponsor has agreed that, if Nova Vision liquidates the Trust Account prior to the consummation of a business combination and distributes the proceeds held therein to its public shareholders, it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by Nova Vision for services rendered or contracted for or products sold to Nova Vision in excess of the net proceeds of the IPO not held in the Trust Account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only if such parties have not executed a waiver agreement. However, Nova Vision cannot assure you that the Sponsor will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for Nova Vision’s shareholders may be less than [$*] due to such claims.

 

Additionally, if Nova Vision is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Nova Vision’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, Nova Vision may not be able to return [$*] per share to Nova Vision’s public shareholders.

 

Any distributions received by Nova Vision’s shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Nova Vision was unable to pay its debts as they fell due in the ordinary course of business and the value of its assets does not exceed its liabilities.

 

Nova Vision’s third amended and restated memorandum and articles of association provides that in the event Nova Vision does not consummate a Business Combination before August 10, 2024, Nova Vision shall cease all operations except for the purpose of winding up.

 

If Nova Vision is unable to consummate a transaction within the Combination Period ending on August 10, 2024, upon notice from Nova Vision, the trustee of the Trust Account will distribute the amount in its Trust Account to Nova Vision’s public shareholders. Concurrently, Nova Vision shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Nova Vision cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, the Sponsor has agreed that, if Nova Vision liquidates the Trust Account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by Nova Vision for services rendered or contracted for or products sold to Nova Vision in excess of the net proceeds of the IPO not held in the Trust Account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only if such parties have not executed a waiver agreement. However, Nova Vision cannot assure you that the liquidator will not determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors). Nova Vision also cannot assure you that a creditor or shareholder will not file a petition with the Cayman Islands court which, if successful, may result in its liquidation being subject to the supervision of that court. Such events might delay distribution of some or all of Nova Vision’s assets to its public shareholders.

 

Thereafter, Nova Vision’s sole business purpose will be to voluntarily liquidate and dissolve in accordance with BVI law. In such a situation under BVI law, a liquidator would be appointed and, subject to the terms of the required plan of liquidation, the liquidator would give notice to creditors of his or her intention to make a distribution by notifying known creditors (if any) and by placing a public advertisement. However, in practice the procedure to be followed by the liquidator will be subject to the terms of the plan of liquidation and the memorandum and articles of association of Nova Vision and the mentioned notice may not necessarily delay the distribution of assets particularly if the liquidator is satisfied that no creditors would be adversely affected as a consequence of a distribution before this time period has expired. In practice, as soon as the affairs of Nova Vision are fully-wound up, the liquidator would normally lay a final report and accounts before the shareholders of Nova Vision at the completion of the liquidation of Nova Vision as part of the liquidation plan. Once the liquidator has concluded the affairs of Nova Vision, the liquidator must file a statement of completion to the BVI Registrar of Corporate Affairs. The BVI Registrar will then strike Nova Vision off the Register of Companies and issue a certificate of dissolution, and the dissolution of Nova Vision is effective from the date of the issue of the certificate of dissolution. It is Nova Vision’s intention to liquidate the Trust Account to its public shareholders as soon as reasonably possible and Nova Vision’s Initial Shareholders have agreed to take any such action necessary to liquidate the Trust Account and to dissolve Nova Vision as soon as reasonably practicable if Nova Vision does not complete a business combination within the Combination Period. Pursuant to Nova Vision’s Current Charter, failure to consummate a business combination by August 10, 2024, will trigger its automatic winding up.

 

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If Nova Vision is forced to enter into an insolvent liquidation, any distributions received by Nova Vision shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Nova Vision was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Nova Vision shareholders. Furthermore, the Nova Vision Board may be viewed as having breached its fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Nova Vision to claims of damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. Nova Vision cannot assure you that claims will not be brought against it for these reasons.

 

Because PubCo will become a public reporting company by means other than a traditional underwritten initial public offering, PubCo’s shareholders may face additional risks and uncertainties.

 

Because PubCo will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the PubCo Ordinary Shares, and, accordingly, PubCo’s shareholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews often include an independent third-party investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling PubCo Ordinary Shares, Nova Vision’s shareholders must rely on the information included in this proxy statement/prospectus. Although Nova Vision performed a due diligence review and investigation of Real Messenger in connection with the Business Combination, the lack of an independent third-party due diligence review and investigation increases the risk of investment in PubCo because it may not have uncovered facts that would be important to a potential investor.

 

In addition, because PubCo will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of PubCo. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of PubCo than they might if PubCo became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with PubCo as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for PubCo Ordinary Shares could have an adverse effect on PubCo’s ability to develop a liquid market for PubCo Ordinary Shares. See “Risk FactorsRisks Related to PubCo’s Securities — If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about PubCo or its business, its ordinary shares price and trading volume could decline.

 

The Initial Shareholders have agreed to vote in favor of the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus, regardless of how Nova Vision’s public shareholders vote.

 

Unlike many other blank check companies in which the Initial Shareholders agree to vote their shares in accordance with the majority of the votes cast by Nova Vision’s public shareholders in connection with an initial business combination, the Initial Shareholders have agreed to vote any shares of Nova Vision Ordinary Share owned by them in favor of the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus. As of the date of this proxy statement/prospectus, the Initial Shareholders own [    ]% of the issued and outstanding NOVA Ordinary Shares. The Initial Shareholders have agreed to vote any NOVA Ordinary Shares owned by them in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal and, accordingly, we would need only [    ], or [    ]%, of the [    ] Public Shares to be voted in favor of the Redomestication Merger Proposal, and only [    ], or [    ]%, of the [    ] Public Shares to be voted in favor of the Acquisition Merger Proposal in order to have them approved (assuming that only a quorum was present at the meeting). As a result, it is more likely that the necessary shareholder approval will be received for the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other Proposals than would be the case if the Initial Shareholders agreed to vote any NOVA Ordinary Shares owned by them in accordance with the majority of the votes cast by Nova Vision’s public shareholders. While the Initial Shareholders have agreed to vote their shares in favor of the Redomestication Merger Proposal and the Acquisition Merger Proposal, shareholders should consider that the Initial Shareholders may have interests that are different from, or in addition to, those of other shareholders, and may be incentivized to complete the Business Combination even if it is with a less favorable target company or on less favorable terms, rather than liquidate. See “Nova Vision’s directors and officers may have certain conflicts in determining to recommend the acquisition of Real Messenger, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.”

 

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Nova Vision has identified material weaknesses in its internal control over financial reporting. These material weaknesses could adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

 

Nova Vision’s management is responsible for establishing and maintaining adequate internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

 

Disclosure Controls

 

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in Nova Vision’s reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to Nova Vision’s management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Nova Vision’s management evaluated, with the participation of its current chief executive officer and chief financial officer (the “Certifying Officers”), the effectiveness of its disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, Nova Vision’s Certifying Officer concluded that, as of December 31, 2022, its disclosure controls and procedures were not effective due to the material weakness in its internal control over financial reporting related to a lack of accounting staff with appropriate knowledge of U.S. GAAP and SEC reporting. As a result, Nova Vision performed additional analysis as deemed necessary to ensure that its financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this proxy statement/prospectus present fairly, in all material respects, Nova Vision’s financial position, result of operations and cash flows of the periods presented.

 

Nova Vision does not expect that its disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that Nova Vision has detected all its control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Internal Control Over Financial Reporting

 

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act (as defined in Rules 13a-15(e) and 15- d-15(e) under the Securities Exchange Act of 1934, as amended), Nova Vision’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Nova Vision’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its financial statements for external reporting purposes in accordance with GAAP. Nova Vision’s internal control over financial reporting includes those policies and procedures that:

 

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company,

 

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Nova Vision’s receipts and expenditures are being made only in accordance with authorizations of its management and directors, and

 

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Nova Vision’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in Nova Vision’s financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of its internal control over financial reporting at December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on its assessments and those criteria, management determined that Nova Vision’s internal control over financial reporting as of December 31, 2022 was not effective due to material weakness identified related to a lack of accounting staff with appropriate knowledge of U.S. GAAP and SEC reporting.

 

Nova Vision will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination.

 

Nova Vision is not required to obtain an opinion from an independent investment banking or accounting firm that the price Nova Vision is paying in connection with the Business Combination is fair to Nova Vision from a financial point of view. The Nova Vision Board did not obtain a third-party valuation or fairness opinion in connection with its initial determination to approve and recommend the Business Combination. Accordingly, Nova Vision’ public shareholders will be relying solely on the judgment of the Nova Vision Board in valuing Real Messenger’s business and assuming the risk that the Nova Vision Board may not have properly valued the Business Combination.

 

Shareholder litigation and regulatory inquiries and investigations are expensive and could harm Nova Vision’s business, financial condition and results of operations and could divert management attention.

 

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any shareholder litigation and/or regulatory investigations against Nova Vision, whether or not resolved in Nova Vision’s favor, could result in substantial costs and divert Nova Vision’s management’s attention from other business concerns, which could adversely affect Nova Vision’s business, financial condition and results of operations and the ultimate value the Nova Vision’s shareholders receive as a result of the consummation of the Business Combination.

 

If Nova Vision’s due diligence investigation of Real Messenger was inadequate, then Nova Vision shareholders following the Business Combination could lose some or all of their investment.

 

Even though Nova Vision conducted a due diligence investigation of Real Messenger, it cannot be sure that this diligence uncovered all material issues that may be present inside Real Messenger or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Real Messenger and its business and outside of its control will not later arise. If Nova Vision’s due diligence investigation of Real Messenger was inadequate, then Nova Vision shareholders following the Business Combination could lose some or all of their investment.

 

Nova Vision’s Sponsor, officers and directors own NOVA Ordinary Shares NOVA Warrants and NOVA Rights and will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

 

Nova Vision’s Initial Shareholders collectively own an aggregate of 1,437,500 NOVA Ordinary Shares and 307,500 NOVA Units. Such individuals/entities have waived their rights to redeem these shares (including shares underlying the units), or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Nova Vision is unable to consummate a business combination. Accordingly, the NOVA Ordinary Shares, as well as the NOVA Units purchased by Nova Vision’s officers and directors, will be worthless if Nova Vision does not consummate a business combination. Based on a market price of $[    ] per NOVA Ordinary Share and $[    ] per NOVA Unit on [    ], 2023, the aggregate value of these shares and units was approximately $[    ]. The NOVA Ordinary Shares acquired prior to the IPO, as well as the NOVA Units will be worthless if Nova Vision does not consummate a business combination. Consequently, Nova Vision’s directors’ and officers’ discretion in identifying and selecting Real Messenger as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in Nova Vision shareholders’ best interest, and when approving a business combination that disfavors or otherwise is not in the best interests of Nova Vision’s public shareholders or the best interests of Nova Vision’s unaffiliated public shareholders.

 

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Nova Vision is requiring shareholders who wish to redeem their ordinary shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

 

Nova Vision is requiring public shareholders who wish to redeem their NOVA Ordinary Shares to either tender their certificates to Nova Vision’s transfer agent or deliver their shares to the transfer agent electronically using the Depository Trust Company’s, or DTC, DWAC System two business days before the Extraordinary General Meeting. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and Nova Vision’s transfer agent will need to act to facilitate this request. It is Nova Vision’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Nova Vision does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While Nova Vision has been advised that it takes a short time to deliver shares through the DWAC System, Nova Vision cannot assure you of this fact. Accordingly, if it takes longer than Nova Vision anticipates for shareholders to deliver their shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their ordinary shares.

 

Nova Vision will require its public shareholders who wish to redeem their ordinary shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

 

If Nova Vision requires public shareholders who wish to redeem their ordinary shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Nova Vision will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their ordinary shares in such a circumstance will be unable to sell their securities after the failed acquisition until Nova Vision has returned their securities to them. The market price for Nova Ordinary Shares may decline during this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

 

The Initial Shareholders control a substantial interest in Nova Vision and thus may influence certain actions requiring a shareholder vote.

 

Nova Vision’s Initial Shareholders, including the Sponsor, the officers and directors, collectively own approximately [    ]% of its issued and outstanding NOVA Ordinary Shares. However, if a significant number of Nova Vision shareholders vote, or indicate an intention to vote, against the Business Combination, the Initial Shareholders or the affiliates, could make such purchases in the open market or in private transactions in order to influence the vote. Nova Vision’s Initial Shareholders or the affiliates have agreed to vote any shares they own in favor of the Business Combination.

 

If the current Nova Vision security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of PubCo’s securities.

 

Nova Vision’s Initial Shareholders are entitled to demand that it register the resale of the NOVA Ordinary Shares underlying the Private Units and private rights and any securities the Initial Shareholders, or their affiliates may be issued in payment of working capital loans made to Nova Vision at any time upon or after the parties consummate a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional [    ] PubCo Ordinary Shares eligible for trading in the public market. The presence of these additional ordinary shares trading in the public market may have an adverse effect on the market price of PubCo Ordinary Shares after the consummation of the Business Combination.

 

Nova Vision entered into the First MA Amendment on August 15, 2023, and the consideration for the Business Combination was set as of that date. The Real Messenger projections for the fiscal year ended December 31, 2022 were among the many factors that the Nova Vision Board considered in connection with the Business Combination, and there can be no assurances that these projections will be met. There may be changes beyond the parties’ control, such as changes in the real estate industry, changes to applicable regulations and the general economic climate, that may result in changes to the value of Real Messenger since August 15, 2023. 

 

Nova Vision entered into the First MA Amendment on August 15, 2023 and the consideration for Real Messenger was set as of that date. The Nova Vision Board considered numerous factors and material assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the business of Real Messenger, in connection with the Business Combination, and the Real Messenger projections for the fiscal year ended March 31, 2023 were just one of those many factors. All of these factors are difficult to predict, and there may be changes in other factors that may be beyond parties’ control, such as changes in real estate industry, as well as changes to applicable regulations and to the economy in general, all of which may result in value of Real Messenger being materially different than it was when the Merger Agreement was signed.

 

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If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of PubCo’s securities may decline after the Business Combination.

 

The market price of PubCo’s securities may decline as a result of the Business Combination if:

 

PubCo does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

 

The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

 

Accordingly, investors may experience a loss as a result of decreasing stock prices.

 

Nova Vision’s directors and officers may have certain conflicts in determining to recommend the acquisition of Real Messenger, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

 

Nova Vision’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the Nova Vision’s securities owned by Nova Vision’s management and directors, or their affiliates and associates, would become worthless if the Business Combination is not approved and Nova Vision otherwise fails to consummate a Business Combination prior to its liquidation. These interests include, among other things:

 

On March 27, 2023, contemporaneously with the execution of the Original Merger Agreement, the Initial Shareholders entered into the Sponsor Support Agreement, pursuant to which, among other things, such shareholders agree not to exercise any right to redeem all or a portion of their respective NOVA Ordinary Shares in connection with the Business Combination. Nova Vision did not provide any separate consideration to the Initial Shareholders for such forfeiture of redemption rights;

 

The Initial Shareholders have waived their rights to redeem their NOVA Ordinary Shares (including shares underlying NOVA Units), or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Nova Vision is unable to consummate a business combination. Accordingly, the NOVA Ordinary Shares, as well as the NOVA Units purchased by the Sponsor and Nova Vision’s officers and directors, will be worthless if Nova Vision does not consummate a business combination;

 

If the proposed Business Combination is not completed by August 10, 2024 (36 months after the consummation of the IPO), Nova Vision will be required to liquidate. In such event, the 1,437,500 NOVA Ordinary Shares held by the Initial Shareholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, or approximately $0.017 per share, will be worthless. Such shares had an aggregate market value of approximately $[    ] based on the closing price of NOVA Ordinary Share of $[    ] on Nasdaq as of [    ], 2023. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding NOVA Ordinary Shares will convert automatically, on a one-for-one basis, into one PubCo Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by a Nova Vision shareholder at the time of purchase of the NOVA Ordinary Shares by such shareholder, a situation may arise in which the Sponsor or a director of Nova Vision maintains a positive rate of return on its/ his/her NOVA Ordinary Shares while such Nova Vision shareholder experiences a negative rate of return on the shares such Nova Vision shareholder purchased;

 

If the proposed Business Combination is not completed by August 10, 2024 (36 months after the consummation of the IPO), the 307,500 Private Units purchased by the Sponsor for a total purchase price of $3,075,000, will be worthless. Such Private Units had an aggregate market value of approximately $[    ] based on the closing price of NOVA Units of $[    ] on Nasdaq as of [    ], 2023;

 

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On August 4, 2022, Nova Vision issued an unsecured promissory note in the aggregate principal amount of $575,000 the Sponsor in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time Nova Vision has available to complete a business combination for a period of three months to November 10, 2022. Subsequently, Nova Vision issued a total of ten non-interest bearing, unsecured promissory notes (excluding the promissory note issued on August 4, 2022 mentioned above), in an aggregate amount of $[____] (representing $0.0416 per NOVA Ordinary Share issued at the IPO that have not been redeemed for extension until August 10, 2023, and $0.045 per NOVA Ordinary Share issued at the IPO that have not been redeemed for extension after August 10, 2023) (collectively, with the promissory note issued on August 4, 2022, the “Notes”), to the Sponsor in exchange for the Sponsor depositing the same amount into the Trust Account. The Notes do not bear interest and mature upon the closing of a business combination by Nova Vision. In addition, the Notes may be converted by the holder into NOVA Units at a price of $10.00 per unit by providing Nova Vision with written notice of its intention to convert the Note at least one business day prior to the closing of the Business Combination. If the proposed Business Combination is not completed by August 10, 2024 (36 months after the consummation of the IPO), the Notes shall be deemed to be terminated and no amounts will thereafter be due, or if the Note has been converted, the NOVA Units will be worthless. Such Units would have had an aggregate market value of approximately $[    ] based on the closing price of NOVA Units of $[    ] on Nasdaq as of [    ];

 

As a result of the interests of the Sponsor and Nova Vision’s directors and officers in Nova Vision’s securities, the Sponsor and 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; and

 

If the Business Combination with Real Messenger is completed, the Sponsor will have the right to designate one member of the board of directors of PubCo.

 

Nova Vision will incur significant transaction costs in connection with transactions contemplated by the Merger Agreement.

 

Nova Vision will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, Nova Vision may not have sufficient funds to seek an alternative business combination and may be forced to voluntarily liquidate and subsequently dissolve.

 

The Business Combination may be materially adversely affected by the coronavirus (“COVID-19”) outbreak.

 

On March 11, 2020, the World Health Organization officially declared the outbreak of the COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which Nova Vision consummates a business combination could be materially and adversely affected. Although as of the date of this proxy statement/prospectus, the outbreak has largely been controlled in many countries, it is possible that subsequent outbreaks driven by new variants of COVID-19 may occur. If that happens, Nova Vision may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts Nova Vision’s search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, Nova Vision’s ability to consummate a business combination, or the operations of a target business with which Nova Vision ultimately consummates a business combination, may be materially adversely affected.

 

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Nova Vision and Real Messenger have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Nova Vision if the Business Combination is completed or by Nova Vision if the Business Combination is not completed.

 

Nova Vision and Real Messenger expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, Nova Vision expects to incur approximately $[    ] in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by PubCo if the Business Combination is completed or by Nova Vision if the Business Combination is not completed.

 

In the event that a significant number of NOVA Ordinary Shares are redeemed, the PubCo Ordinary Shares may become less liquid following the Business Combination.

 

If a significant number of NOVA Ordinary Shares are redeemed, PubCo may be left with a significantly smaller number of shareholders. As a result, trading in the shares of PubCo following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected. PubCo intends to apply to list the PubCo Ordinary Shares on the Nasdaq, and Nasdaq may not list the PubCo Ordinary Shares on its exchange, which could limit investors’ ability to make transactions in PubCo Ordinary Shares and subject PubCo to additional trading restrictions.

 

Nova Vision may waive one or more of the conditions to the Business Combination without resoliciting Nova Vision’s shareholder approval for the Business Combination.

 

Nova Vision may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Nova Vision Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the Nova Vision Board determines that a waiver is not sufficiently material to warrant resolicitation of Nova Vision shareholders, Nova Vision has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to Nova Vision’s obligations to close the Business Combination that there be no decree, order, judgment, writ, award, injunction, rule or consent of or by a governmental authority or other order restricting Real Messenger’s conduct of its business, however, if the Nova Vision Board determines that any such order or injunction is not material to the business of Real Messenger, then the Nova Vision Board may elect to waive that condition and close the Business Combination.

 

The unaudited pro forma condensed consolidated financial information contained in this proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial condition or results of operations would have been.

 

The unaudited pro forma condensed consolidated financial information contained in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The preparation of the unaudited pro forma condensed consolidated financial information was based upon available information and certain estimates and assumptions that Nova Vision and Real Messenger believe are reasonable. The unaudited pro forma condensed consolidated financial information reflects adjustments, which are based upon preliminary estimates. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for more information.

 

Termination of the Merger Agreement could negatively impact Nova Vision.

 

If the Business Combination is not consummated for any reason, including as a result of the Nova Vision’s shareholders declining to approve the Proposals required to effect the Business Combination, the ongoing business of Nova Vision may be adversely impacted and, without realizing any of the anticipated benefits of the consummation of the Business Combination, Nova Vision would be subject to a number of risks, including the following:

 

Nova Vision may experience negative reactions from the financial markets, including negative impacts on the stock price of the NOVA Ordinary Shares and other securities, including to the extent that the current market price reflects a market assumption that the Business Combination will be consummated;

 

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Nova Vision will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is consummated; and

 

since the Merger Agreement restricts the conduct of Nova Vision’s business prior to consummation of the Business Combination, Nova Vision may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available.

 

If the Merger Agreement is terminated and the Nova Vision Board seeks another business combination, Nova Vision’s shareholders cannot be certain that Nova Vision will be able to find another target business or that such other business combination will be consummated.

 

There will be a substantial number of PubCo Ordinary Shares available for sale in the future that may adversely affect the market price of PubCo Ordinary Shares.

 

PubCo may issue such number of shares as may be authorized by its directors, in accordance with the terms of its memorandum and articles of association, provided it does not exceed its authorized share capital. No less than 100% shares to be issued in the Acquisition Merger to the current Real Messenger shareholders will be subject to certain restrictions on sale and cannot be sold for 24 months from the date of consummation of the Business Combination. In addition, the 1,437,500 NOVA Ordinary Shares currently owned by the Initial Shareholders (including 500,000 of such shares that will be transferred by the Sponsor to the Private Placement Investors upon the closing of the Business Combination) that are currently held in escrow will be converted into 1,437,500 PubCo Ordinary Shares upon consummation of the Business Combination and be released and available for sale as early as (1) six months from the date of the consummation of the Business Combination; (2) after the date of the consummation of the Business Combination, and subsequently, Nova Vision consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares for cash, securities or other property; or (3) after 150 calendar days after the date of the consummation of the Business Combination provided that such shares will be released on the date on which the closing price of the shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination. After the expiration of this restricted period and upon the registration statement for the resale becomes effective, there will then be an additional 1,437,500 PubCo Ordinary Shares that are eligible for trading in the public market. The availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of PubCo Ordinary Shares.

 

Nova Vision shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that Nova Vision’s current shareholders have on the management of PubCo.

 

After the Business Combination, assuming (i) there are no redemptions of Nova Vision’s shares, (ii) there is no exercise of the PubCo Warrants, (iii) the Notes have been converted and (iv) the Deferred Underwriting Shares are not included, Nova Vision’s current public shareholders will own approximately 22.97% of the issued share capital of PubCo, Nova Vision’s current directors, officers and affiliates will own approximately 1.51% of the issued share capital of PubCo, and Real Messenger shareholders will own approximately 54.05% of the issued share capital of PubCo (excluding the PubCo Ordinary Shares reserved and authorized for issuance under the Incentive Plan). Assuming maximum redemption by holders of 1,550,297 Nova Vision’s outstanding ordinary shares, Nova Vision’s current public shareholders will own approximately 7.47% of the issued share capital of PubCo, Nova Vision’s current directors, officers and affiliates will own approximately 1.82% of the issued share capital of PubCo, and Real Messenger shareholders will own approximately 64.93% of the issued share capital of PubCo (excluding the PubCo Ordinary Shares reserved and authorized for issuance under the Incentive Plan). The minority position of the former Nova Vision’s shareholders will give them limited influence over the management and operations of the Combined Company and it is unlikely that the current Nova Vision shareholders will be able to meaningfully effect any corporate changes that require a shareholder vote, including, without limitation the election of directors, charter amendments, future business combinations, rights issuances or stock splits. See “Will I experience dilution as a result of the Business Combination?”

 

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Activities taken by Nova Vision’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other Proposals and may affect the market price of Nova Vision’s securities.

 

The Sponsor or Nova Vision’s executive officers, directors and advisors, or their respective affiliates, may purchase NOVA Ordinary Shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of the Sponsor or Nova Vision’s executive officers, directors and advisors, or their respective affiliates, will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of the Sponsor or Nova Vision’s executive officers, directors and advisors, or their respective affiliates, currently anticipates paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those shareholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by the Sponsor or Nova Vision’s executive officers, directors and advisors, or their respective affiliates, or the price such parties may pay.

 

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of NOVA Ordinary Shares by the persons described above would allow them to exert more influence over the approval of the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other Proposals and would likely increase the chances that the Business Combination would be approved. If the market does not view the Business Combination positively, purchases of the Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of Nova Vision’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of Nova Vision’s securities.

 

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of the Public Shares by Nova Vision or the persons described above have been entered into. Nova Vision will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the Sponsor or Nova Vision’s officers, directors and advisors, or their respective affiliates, that would affect the vote on the Redomestication Merger Proposal, the Acquisition Merger Proposal and the other Proposals.

 

Our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may elect to purchase shares, warrants or rights from public holders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our public securities.

 

Nova Vision’s Sponsor, Initial Shareholders, directors, officers, advisors or their affiliates may purchase NOVA Ordinary Shares, PubCo Ordinary Shares, Nova Vision units, public warrants and/or rights, or a combination thereof, in privately negotiated transactions or in the open market, either prior to or following the completion of the Business Combination, although they are under no obligation to do so and they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

 

Such a purchase may include a contractual acknowledgement that any selling shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, Initial Shareholders, directors, officers, advisors or their affiliates purchase shares, warrants or rights in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to satisfy a closing condition in the Merger Agreement requiring Nova Vision to have a minimum net worth or a certain amount of cash at the closing of the Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding. Any such purchases of Nova Vision’s securities may result in the completion of the Business Combination that may not otherwise have been possible. Further, any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

 

In addition, if such purchases are made, the public “float” of NOVA or PubCo Ordinary Shares or public warrants and the number of beneficial holders of such securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange. However, in the event the Sponsor, Initial Shareholders, directors, officers, advisors or their affiliates were to purchase shares or warrants from public shareholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

 

  if Nova Vision’s Sponsor, Initial Shareholders directors, officers, advisors or their affiliates were to purchase shares, warrants or rights from public stockholders, they would do so at a price no higher than the price offered through the redemption process provided for in this proxy statement/prospectus;
     
  any Nova Vision securities purchased by Nova Vision’s sponsor, Initial Shareholders, directors, officers, advisors or their affiliates would not be voted in favor of approving the Business Combination

 

  Nova Vision’s Sponsor, Initial Shareholders directors, officers, advisors or their affiliates would not possess any redemption rights with respect to NOVA Ordinary Shares or, if they do acquire and possess redemption rights, they would waive such rights; and

 

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  Nova Vision would disclose in a Form 8-K, before the Extraordinary General Meeting, the following material items:

 

  the amount of NOVA Ordinary Shares purchased outside of the redemption offer by Nova Vision’s Sponsor, Initial Shareholders, directors, officers, advisors or their affiliates, along with the purchase price;
     
  the purpose of the purchases by Nova Vision’s Sponsor, Initial Shareholders, directors, officers, advisors or their affiliates;