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Nova Vision Acquisition Corp. *

Nova Vision Acquisition Corp. *

Jun 15, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: REAL Messenger Holdings Limited

ENTERPRISE VALUE: $150 million
ANTICIPATED SYMBOL: RMSG

Nova Vision Acquisition Corp. (NASDAQ: NOVV) proposes to combine with REAL Messenger Holdings Limited.

REAL Messenger is a technology company built as a social platform focused on the real estate journey. REAL connects the different stakeholders involved to ultimately integrate the fragmented businesses of the industry into one compatible, universal platform, using their social network platform, data and AI. REAL’s AI engine, built for the real estate industry and trained on meaningful dynamic data, can recognize domain-specific patterns and trends.

REAL Messenger’s social app, and the ecosystem that it enables, are currently available in 35 countries.

EXTENSION – 8/12/24 – LINK

  • The SPAC approved the extension from August 10, 2024 to February 10, 2025.
    • 1,340,245 shares were redeemed.
    • $0.03/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 7/18/24 – LINK

  • BCA Amendment:
    • The parties agreed that the Closing Payment Shares will be increased to 6,400,000 ordinary shares of Purchaser.

SUBSEQUENT EVENT – 5/29/24 – LINK

  • The outside date was extended to August 10, 2024.

SUBSEQUENT EVENT – 3/8/24 – LINK

  • The outside date was extended to July 31, 2024.

SUBSEQUENT EVENT – 10/30/23 – LINK

  • On October 27, 2023, the parties entered into Amendment No. 2 to the Merger Agreement, specifying that the Closing Payment Shares will consist of 5,000,000 ordinary shares of Purchaser, with 500,000 of them going to convertible note holders as of October 4, 2023.
    • They also extended the closing date of the Business Combination to December 31, 2023, and NOVA agreed to have its shareholders approve an incentive plan for Purchaser employees, allowing for up to 20% of outstanding Purchaser Ordinary Shares after accounting for redemptions.

SUBSEQUENT EVENT – 8/17/23 – LINK

  • Consideration
    • Following the Amendment, Purchaser issues 4.5M shares at $10.00 each, totaling $45M (“Aggregate Stock Consideration”) to current Company shareholders (“Shareholders”).
      • 450K shares are held by Purchaser for a year after Merger Agreement’s close (“Holdback Shares”) for indemnification of Company’s representations.
      • Closing Payment Shares: 3.6M Class B, 900K Class A shares.
  • Earnout
    • The earnout was removed.
  • Outside Date
    • The outside date was extended from 8/4/23 to 10/10/23.

EXTENSION – 8/4/23 – LINK

  • The SPAC approved the extension from August 10, 2023 to August 10, 2024.
    • 253,315 shares were redeemed for $10.88 per share.
    • $0.045/share per month will be deposited into the trust account.

TRANSACTION

  • The proposed transaction will have a potential pre-money enterprise value of approximately $150 million at closing.
  • As part of the merger consideration, 7,500,000 ordinary shares, at a price of $10.00 per share, will be issued to REAL shareholders. 6,000,000 Class B ordinary shares will be issued at the closing of the transaction and 1,500,000 Class A ordinary shares will be held back for eighteen months after the Closing as security for the indemnification obligations of the Company.
    • Following the Amendment, Purchaser issues 4.5M shares at $10.00 each, totaling $45M (“Aggregate Stock Consideration”) to current Company shareholders (“Shareholders”).
      • 450K shares are held by Purchaser for a year after Merger Agreement’s close (“Holdback Shares”) for indemnification of Company’s representations.
      • Closing Payment Shares: 3.6M Class B, 900K Class A shares. – LINK
    • On October 27, 2023, the parties entered into Amendment No. 2 to the Merger Agreement, specifying that the Closing Payment Shares will consist of 5,000,000 ordinary shares of Purchaser, with 500,000 of them going to convertible note holders as of October 4, 2023. – LINK
  • The transaction is expected to complete in the third quarter of 2023 and the combined company will be named Real Messenger.
  • REAL’s management team projects that current REAL equity holders will roll 100% of their equity interests into the combined company and will have approximately 80% ownership of the combined company.
  • The Boards of Directors of REAL and Nova Vision have unanimously approved the proposed business combination.

SPAC FUNDING

  • Nova Vision is seeking to secure cash proceeds of up to $20 million from a PIPE, however, there can be no assurances that such investment will be available on terms acceptable to Nova Vision or REAL Messenger.

EARNOUT

  • Company
    • The shareholders of REAL may receive up to an additional 7,500,000 ordinary shares (6,000,000 Class B shares and 1,500,000 Class A shares), valued at $10.00 per share, in the form of post-closing earnout consideration subject to meeting certain financial performance and stock price targets.
    • In the event that, in any complete fiscal year starting in FYE December 31, 2024 and ending in FYE December 31, 2028, the following earnout milestones will apply:
      • The combined company’s revenue exceeds $15,000,000, or EBITDA exceeds $7,500,000, then REAL shareholders shall receive 1,500,000 Ordinary Shares;
      • The combined company’s revenue exceeds $30,000,000, or EBITDA exceeds $15,000,000, then REAL shareholders shall receive 1,500,000 Ordinary Shares;
      • The combined company’s revenue exceeds $60,000,000, or EBITDA exceeds $30,000,000, then REAL shareholders shall receive 1,500,000 Ordinary Shares;
      • The volume weighted-average per-share trading price of the combined company’s Class A Ordinary Shares in any 20-day continuous trading period starting on the day of Closing and ending on December 31, 2028, is or exceeds $13.00 per share, then REAL shareholders shall receive one 1,500,000 Ordinary Shares; and
      • The volume weighted-average per-share trading price of the combined company’s Class A Ordinary Shares in any 20-day continuous trading period starting on the day of Closing and ending on December 31, 2028, is or exceeds $16.00 per share, then REAL shareholders shall receive one 1,500,000 Ordinary Shares.
  • The earnout was removed – LINK

LOCK-UP

  • Sponsor
    • The Sponsor will be under a lock-up until the earlier of:
      • (1) 150 calendar days after the date of the consummation of our initial business combination and the date on which the closing price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial business combination, or
      • (2) one year after the date of the consummation of the initial business combination.
  • Company
    • REAL shareholders will be under a lock-up for twelve months from the closing of the transaction.

NOTABLE CONDITIONS TO CLOSING

  • The transaction is subject to REAL and Nova shareholder approvals.
  • At the Closing, the combined company shall have at least $5,000,001 in net tangible assets.
  • REAL may not have more than $1,000,000 of indebtedness at the Closing.

NOTABLE CONDITIONS TO TERMINATION

  • The companies agreed that the closing of the Business Combination shall occur no later than August 4, 2023 (the “Outside Date”)
    • The outside date was extended from 8/4/23 to 10/10/23. – LINK
    • The outside date of the Business Combination was extended to December 31, 2023 – LINK
    • The outside date was extended to July 31, 2024 – Link
    • The outside date was extended to August 10, 2024. – LINK
  • The Outside Date may be extended upon the written agreement of NOVA and the Company.

ADVISORS

  • Nixon Peabody LLP is serving as legal advisor to REAL Messenger.
  • Loeb & Loeb LLP is serving as legal advisor to Nova Vision.
  • Brookline Capital Markets, a division of Arcadia Securities, LLC and EF Hutton, division of Benchmark Investments, LLC, are serving as capital markets advisors to Nova Vision.

EXTENSION – 12/9/22 – LINK

  • Nova Vision Acquisition Corp. announced that Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor, has deposited into the Company’s trust account an aggregate of $75,030.26 (representing approximately $0.0416 per ordinary share issued at the Company’s initial public offering that has not been redeemed), in order to extend the period of time the Company has to complete a business combination for an additional 1 month period, from December 10, 2022, to January 10, 2023.
  • The Company issued a promissory note to Sponsor with a principal amount equal to the amount deposited.

EXTENSION – 11/10/22 – LINK

  • Nova Vision Acquisition Corp. announced that at its annual general meeting of shareholders on November 9, 2022, the Company’s shareholders voted in favor of the proposal to amend its memorandum and articles of association, giving the Company the right to extend the date by which the Company has to complete a business combination up to 9 times for an additional 1 month each time from November 10, 2022, to August 10, 2023.
  • On November 9, 2022, Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor, deposited into the Company’s trust account an aggregate of $75,030.26 (representing approximately $0.0416 per ordinary share issued at the Company’s initial public offering that has not been redeemed), in order to extend the period of time the Company has to complete a business combination for an additional 1 month period, from November 10, 2022, to December 10, 2022.

EXTENSION – 8/9/22 – LINK

  • The Sponsor has deposited into the Company’s trust account an aggregate of $575,000 (representing approximately $0.10 per ordinary share issued at the Company’s initial public offering), in order to extend the period of time the Company has to complete a business combination for an additional three (3) months period, from August 10, 2022 to November 10, 2022.

MANAGEMENT & BOARD

Executive Officers

Eric Ping Hang Wong, 49
Director, Chief Executive Officer, and Chief Financial Officer

Mr. Wong has more than 25 years of commercial experience in corporate finance, mergers and acquisitions, integrating and leading growth in public and private multinational companies. Mr. Wong currently serves as a senior advisor at Third Generation Capital Limited, a middle market corporate finance advisory firm specializing in the Asian market. Prior to joining Third Generation Capital Limited in 2020, Mr. Wong was an executive vice president of Living Style Group (LSG), previously the Home Lifestyle product vertical of Li & Fung Limited, a leading global consumer products and supply chain company. Mr. Wong was also a member of the Executive Committee driving the growth strategy of this Home Lifestyle vertical at Li & Fung from 2008 to 2020. He led the mergers and acquisitions strategy for Li & Fung, having completed and integrated multiple strategic acquisitions to spearhead the creation of one of the premier home furnishings suppliers to the North American market with operations across 12 countries. Concurrent with leading mergers and acquisitions, Mr. Wong was leading LSG’s largest industrial brand Whalen, scaling the business and doubling revenue in four years from 2013 to 2018. This growth helped culminate into the sale and privatization of LSG to private equity firms Hony Capital and Fung Group in 2018. Prior to joining Li & Fung, from 2005 to 2008, Mr. Wong was a senior vice president and shareholder at RT Sourcing Asia Limited (a leading global supply chain company), where he led its general merchandise division and Asia operations. In 2008, Mr. Wong and his partners at RT Sourcing sold its business to Li & Fung. From 2008 to 2011, Mr. Wong was a senior vice president at Li & Fung leading the general merchandise division and the quality operations for the company. Mr. Wong has also held senior executive and director positions in high growth private companies in Asia and the United States from 2001 to 2007. Mr. Wong has been a member of the Chartered Professional Accountants of Canada since 1999. He practiced public accounting and corporate finance for Deloitte & Touche LLP and Ernst & Young Corporate Finance LLC, respectively, in Toronto Canada from 1996 to 2000, where he focused in the technology, manufacturing and real estate sectors. Mr. Wong graduated from Western University with a Bachelor of Arts degree majoring in economics and commerce in 1993. He completed an MBA from the Rotman School at University of Toronto in 1997.

Board of Directors

Wing Ho Ngan, 46
Chairman

Mr. Ngan has over 20 years of experience in senior management positions in corporate, investment banking and entrepreneurship areas. Mr. Ngan is currently the chairman of QFPay Japan Inc, a leading digital payment company in Japan. Mr. Ngan started his investment banking career in 1999 at global investment banks including ABN AMRO, HSBC, Huatai Securities, Lehman Brothers and UBS, and he last served as a managing director, Head of Asia Equity Capital Markets at Huatai Securities. Following a successful career in the investment banking industry, Mr. Ngan entered the corporate area in 2015 and was appointed as global vice president of Sanpower Group in Nanjing China, board member of Hamleys in the United Kingdom and chief financial officer of HKEx-listed C.Banners International Holdings Limited. During his time in the corporate area, Patrick focused on international expansion, business strategy and partnerships, corporate finance, and mergers and acquisitions. Venturing from the corporate area to entrepreneurship in 2017, Mr. Ngan co-founded two fintech start-ups QFPay International Limited and Alchemy Global Payment Solutions Limited, where he served as chief executive officer and co-founder. Mr. Ngan graduated with a Master’s Degree in Accounting & Finance from University of Southampton in the United Kingdom in 1998.

Tin Lun Brian Cheng, 44
Independent Director

Mr. Cheng has over 20 years of experience in real estate investment, property development and property management in Asia. Mr. Cheng is currently the managing director of Bridge Connection Properties Consultants Ltd. (“BCPC”), a property consulting firm providing strategic planning, advisory, leasing services, and property management consultation to property owners. Prior to founding BCPC in 2014, Mr. Cheng has served as general manager of Bridge 8 Holdings Ltd. since 2007. Bridge 8 Holdings Ltd. is an award-winning property redeveloper, having completed several large redevelopment projects including Bridge 8 Shanghai. Bridge 8 Shanghai is a property converted from the former Shanghai Automobile factory to a contemporary mixed-use space, and model establishment in Shanghai. Since 2002, Mr. Cheng has been a vice president at Lifestyle Centre Holdings Limited, where he focused on leasing and business development to government entities, local companies and MNCs. Before moving to Shanghai, Mr. Cheng was a senior accountant at Arthur Anderson in Hong Kong, focusing on the financial sector. Mr. Cheng has been a Certified Professional Member and APC Assessor of the Royal Institution of Chartered Surveyors (RICS) – Commercial Property since 2014. Mr. Cheng holds a Dual Bachelor’s Degree in Banking/Finance and Management from Northwood University, and a Master’s Degree in International Real Estate from Hong Kong Polytechnic University.

Philip Richard Herbert, 56
Independent Director

Mr. Herbet has over 30 years of experience leading multinational companies in Asia. He is currently a director of Edmonton International Airport (Alberta, Canada), one of the leading airports for private investment in North America where he leads business development in Asia. Mr. Herbert’s core clients focus in the technology, bio-pharmaceuticals, advanced manufacturing, renewables, logistics, horse-racing, and retail and hospitality sectors. Concurrent with his role at Edmonton International Airport, Mr. Herbert was the director of Strategy and Regulatory Affairs at HK Express from 2014 to 2018. HK Express is an emerging, high growth (at the time) budget airline. From 1992 to 2013, Mr. Herbert was with the Swire Group, where he was a part of its senior leadership team overseeing various parts of the business including air crew manager at Cathay Pacific Airways, business manager at Swire Cold Storage, development manager of Asia Miles (Asia’s largest frequent flyer program). Mr. Herbert served as an infantry officer in the British Army (1987-1992), reaching the rank of Captain, including extra-regimental duty with the Multinational Force & Observers, an international peacekeeping organisation in the Sinai Peninsula, Egypt. Mr. Herbert is a graduate  of Oxford University (Jesus College), where he studied Human Sciences. He has also studied at the Royal Military Academy Sandhurst and the Junior Division of the Staff College (both British Army), as well as at INSEAD, Fontainebleau, France.

Chun Fung Horace Ma, 50
Independent Director

Mr. Ma has over 20 years of experience in senior management, audit, compliance and finance in the technology and consumer sectors. Mr. Ma is currently the chief financial officer of S. Culture Holdings (BVI) Limited, where he joined in 2011 to lead the company to a successful IPO on the Hong Kong Stock Exchange in July 2013. Mr. Ma is also an independent non-executive director at Ming Fai International Holdings Limited. Prior to joining S. Culture Holdings (BVI) Limited, Mr. Ma was the Group Financial Controller of Samvo Strategic Holdings Limited, an online gaming company licensed out of London, England from 2009 to 2010. Prior to Samvo Strategic Holdings Limited, Mr. Ma founded Protiviti Hong Kong, a leading independent risk consulting firm in 2003. Mr. Ma’s core clients focused in technology, telecom and real estate sectors. Mr. Ma started his formal professional training in Arthur Andersen Hong Kong in 1993. He has been a Certified Public Accountant (Practicing) registered with the Hong Kong Institute of Certified Public Accountants since 2003, a fellow member of the Association of Chartered Certified Accountants since 2004, a Certified Internal Auditor registered with the Institute of Internal Auditors since 2005 and holder of Certification of Control Self-Assessment of the Institute of Internal Auditors since 2006. Mr. Ma graduated with a Master of Science (2004) and Bachelor of Business Administration (1993) conferred by The Chinese University of Hong Kong and Bachelor of Laws (2001) conferred by the University of London.

 

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