REAL Messenger Holdings Limited, a real estate-related social platform, announced Wednesday an agreement to become publicly traded company through a business combination with Nova Vision Acquisition Corp. (NOVV), a special purpose acquisition company or SPAC.
The proposed deal will have a potential pre-money enterprise value of around $150 million at closing.
Upon the transaction’s closing, expected to be completed in the third quarter of 2023, the combined company will be named Real Messenger and will be listed on NASDAQ under the symbol “RMSG”.
Pursuant to the deal, Nova Vision, which currently holds around $19.0 million of cash in trust, will combine with REAL and pay an aggregate consideration of up to $150 million.
The shareholders of REAL shall receive $75 million in the form of Nova Vision ordinary shares at the closing, and may receive up to an additional $75 million in Nova Vision ordinary shares in the form of post-closing earnout consideration.
This is subject to meeting certain financial performance and stock price targets as in the business combination agreement.
The co-founders of REAL will be under a lock-up for twelve months from the closing of the transaction.
The proceeds from the deal will provide the company with resources to scale its reach and business.
Once the merger is completed, Eric Wong, CEO of Nova Vision will be a member of the combined company’s board of directors.
REAL Messenger powered by AI helps to connect the different stakeholders in the real estate community, and integrate the fragmented businesses of the real estate industry into one compatible platform, where agents have control over their content listings.
The company expects that going public via a SPAC merger enables to an international reach with developers and users across the globe. REAL Messenger’s social app, and the ecosystem that it enables, are already available in 35 countries.
As part of the transaction, Nova Vision is seeking to secure cash proceeds of up to $20 million from a private investment in public equity.
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