Nova Vision Acquisition in an 8-K filing included an investor presentation highlighting its proposed merger with REAL Messenger Holdings at a potential pre-money enterprise value of approximately $150 million.
Deal terms call for Nova Vision, which holds approximately $19 million in trust, to combine with REAL and pay an aggregate consideration of up to $150 million. REAL shareholders would receive $75 million in Nova Vision shares at closing, and may receive up to an additional $75 million in Nova Vision ordinary shares in post-closing earnout consideration subject to the combined company meeting certain financial performance and stock price targets.
Nova Vision is also seeking to raise $20 million from a PIPE.
Through the use of social network and domain-specific proprietary AI-trained data, REAL will offer an internationally universal platform for real estate transactions. By combining dynamic data with static data, the company’s AI engine can help to unlock new insights, determine workflows and improve decision-making and productivity at every step of the real estate journey, according to a press release. REAL Messenger’s social app and the ecosystem that it enables are now available in 35 countries.
Nixon Peabody is serving as legal advisor to REAL Messenger, while Loeb & Loeb is legal advisor to Nova Vision. Brookline Capital Markets and EF Hutton are serving as capital markets advisors to Nova Vision.
