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Real Messenger Corp. – ‘F-4/A’ on 3/8/24

On:  Friday, 3/8/24, at 4:45pm ET   ·   Accession #:  1493152-24-9422   ·   File #:  333-273102

Previous ‘F-4’:  ‘F-4/A’ on 12/6/23   ·   Latest ‘F-4’:  This Filing   ·   13 References:   To:  Real Messenger Corp. – Previous ‘F-4/A’ on 12/6/23 To:  Real Messenger Corp. – ‘F-4/A’ on 11/13/23 To:  Real Messenger Corp. – ‘F-4/A’ on 11/1/23 To:  Nova Vision Acquisition Corp. – ‘8-K’ on 10/30/23 for 10/27/23 To:  Real Messenger Corp. – ‘F-4/A’ on 10/10/23 To:  Nova Vision Acquisition Corp. – ‘8-K’ on 8/17/23 for 8/15/23 To:  Nova Vision Acquisition Corp. – ‘8-K’ on 8/4/23 for 8/3/23 To:  Nova Vision Acquisition Corp. – ‘8-K’ on 6/30/23 for 6/29/23 To:  Nova Vision Acquisition Corp. – ‘425’ on 3/28/23 To:  Nova Vision Acquisition Corp. – ‘8-K’ on 3/28/23 for 3/27/23 To:  Nova Vision Acquisition Corp. – ‘8-K’ on 11/10/22 for 11/9/22 To:  Nova Vision Acquisition Corp. – ‘8-K’ on 8/10/21 for 8/5/21 To:  Nova Vision Acquisition Corp. – ‘S-1/A’ on 7/2/21 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/08/24  Real Messenger Corp.              F-4/A                  5:7.1M                                   M2 Compliance LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-4/A       Pre-Effective Amendment to Registration Statement   HTML   5.81M 
                by a Foreign Issuer - Securities for a Merger                    
 2: EX-10.7     Material Contract                                   HTML     99K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      7K 
 4: EX-23.2     Consent of Expert or Counsel                        HTML      6K 
 5: EX-23.3     Consent of Expert or Counsel                        HTML      6K 

As filed with the Securities and Exchange Commission on March 8, 2024

Registration No. 333-273102

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 6

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Real Messenger Corporation

(Exact name of Registrant as specified in its charter)

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)

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 MARCH 8, 2024

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 [    ], 2024

and first mailed to the shareholders of Nova Vision Acquisition Corp. on or about [    ], 2024

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 [    ], 2024 (the “Extraordinary General Meeting”) and virtually using the following dial-in information:

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 and March 7, 2024, is sometimes referred to herein as the “Original Merger Agreement.” The August 15, 2023, October 27, 2023 and March 7, 2024 amendments to the Original Merger Agreement are sometimes referred to herein as the “First MA Amendment, ” the “Second MA Amendment” and the “Third 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; the Second MA Amendment was signed on October 27, 2023; and the Third MA Amendment was signed on March 7, 2024.

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 Real Messenger Corporation 2024 Equity 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 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:

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:

It is anticipated that, upon consummation of the Business Combination, Nova Vision’s existing shareholders, including the Sponsor (as defined below), will own approximately 40.82% of the issued PubCo Ordinary Shares, and the Real Messenger Shareholders will own approximately 53.57% of the issued PubCo Ordinary Shares; and that Nova Vision’s existing shareholders, including the Sponsor, will have approximately 9.13% of the aggregate voting power of all issued PubCo Ordinary Shares, and the Real Messenger Shareholders will have approximately 89.62% 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 December 31, 2023, there was approximately $17,832,576 in Nova Vision’s trust account (the “Trust Account”). On [    ], 2024, 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 53.57% of the issued PubCo Ordinary Shares and will be able to exercise 89.62% 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) 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:

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, the NTA Requirement Amendment 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.

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. Kwai Hoi, Ma and his family members will control 88.42% 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:

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 [    ], 2024

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 [    ], 2024 at [    ] AM/PM Eastern Time (“Extraordinary General Meeting”) virtually using the following dial-in information:

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:

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, 2023, 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 $1,738,616 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 March 10, 2024 but may further extend the period five more times for one month each time up to August 10, 2024.

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 for each of Proposals 1, 2, 3, 4, 5, 6 and 7 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. 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.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-273102) 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, the Incentive Plan Proposal and the NTA Requirement Amendment 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.

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:

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.

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

Approval for each of Proposals 1, 2, 3, 4, 5, 6 and 7 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.

Approval for each of Proposals 1, 2, 3, 4, 5, 6 and 7 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. 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.

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.”

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.

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 [    ], 2024 (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

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 6,057,500 (excluding the PubCo Warrants to be issued upon conversion of the Notes) 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 [    ], 2024, the most recent practicable date prior to the date of this proxy statement/prospectus. In addition, on [    ], 2024, 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.

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:

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:

(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.

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

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

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.

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.

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.

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.

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 December 31, 2023, Nova Vision had approximately $97,273 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 December 31, 2023, there was $17,832,576 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.

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 March 10, 2024, 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 unsecured promissory notes in the aggregate principal amount of $1,738,616 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 March 10, 2024 but may further extend the period five more times for one month each time up to August 10, 2024. 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.

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 parties entered the Third MA Amendment on March 7, 2024, to extend the “Outside Date” for the Closing to July 31, 2024. A copy of the Third 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 March 8, 2024.

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:

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.

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.

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.

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 [    ], 2024, 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:

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.

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:

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 [    ], 2024, 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 [    ], 2024 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. Approval for each of Proposals 1, 2, 3, 4, 5, 6 and 7 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.

As of [    ], 2024, 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.

Nasdaq De-Listing Notice

On February 27, 2024, Nova Vision received a notice from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless Nova Vision timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by March 5, 2024, Nova Vision’s securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on March 7, 2024, due to Nova Vision’s non-compliance with Nasdaq Listing Rule 5550(a)(3), which requires that a company that has its primary equity security listed on the Nasdaq Capital Market must have at least 300 public holders.

On March 5, 2024, Nova Vision requested a hearing before the Panel, resulting in a stay of any suspension or delisting action pending the hearing, which will be held on April 30, 2024.

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.

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:

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:

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

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.

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.”

Risks Related to Nova Vision and the Business Combination

Risks Related to PubCo’s Securities

Risks Related to PubCo

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.

SELECTED HISTORICAL FINANCIAL INFORMATION OF NOVA VISION

The following tables set forth summary historical financial data derived from Nova Vision’s audited consolidated financial statements for the years ended December 31, 2023 and 2022, 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.

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 six months ended September 30, 2023 and 2022, years ended March 31, 2023 and March 31, 2022, summary consolidated balance sheets data as of September 30, 2023, March 31, 2023 and 2022, and summary consolidated cash flow data for the six months ended September 30, 2023 and 2022 and 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.

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 six months ended September 30, 2023 and 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 March 31, 2023 were computed as if the Business Combination had been completed on April 1, 2022, and carried forward through the interim period.

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.

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.