Real Messenger Corp

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

At the EGM, Nova SPAC’s stockholders also approved the Amended and Restated Memorandum and Articles of Association (“Amended Charter”) to, among other things, remove provisions applicable to blank check companies and to change Nova SPAC’s name to “Real Messenger Corporation”. The Amended Charter, which became effective upon filing with the General Registry of the Cayman Islands on November 12, 2024, includes the amendments proposed by Proposal No. 4, the Governance Proposal, as set forth in the Proxy Statement.

The Amended Charter is filed herewith as Exhibit 3.1 to this Form 20-F, and incorporated herein by reference.

B. Memorandum and Articles of Association

We are an exempted company incorporated under the laws of the Cayman Islands and our affairs are governed by our Amended and Restated Memorandum and Articles of Association, as amended and restated from time to time, and Companies Law (2020 Revision) of the Cayman Islands, which we refer to as the Companies Law below, and the common law of the Cayman Islands.

The Amended Charter is filed herewith as Exhibit 3.1 to this Form 20-F, and incorporated herein by reference.

The description of the Amended Charter contained in the Proxy Statement in the section titled “Description of PubCo’s Securities” beginning on Page 176 thereof is incorporated herein by reference.

Registered Office and Objects

Our registered office in the Cayman Islands is the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

According to Clause 3 of our Amended Charter, the objects for which we are established are unrestricted and we shall have full power and authority to carry out any object not prohibited by the Companies Law or as the same may be revised from time to time, or any other law of the Cayman Islands.

Board of Directors

See “Item 6. Directors, Senior Management and Employees.”

Ordinary Shares

The description of our ordinary shares is contained in the Proxy Statement in the section entitled “Description PubCo’s Securities (beginning on page 177),” which is incorporated herein by reference.

C. Material Contracts

The Company’s material contracts are listed in the Exhibit List to the Proxy Statement beginning on page ___, which disclosure is incorporated herein by reference.

D. Exchange Controls and Other Limitations Affecting Security Holders

Under the laws of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.

E. Taxation

The material United States federal income tax consequences of owning and disposing of our securities following the Business Combination are described in the Proxy Statement in the section entitled “U.S. Federal Income Tax Considerations” (beginning on page 167) which is incorporated herein by reference.

F. Dividends and Paying Agents

The Company has no current plans to pay dividends and does not currently have a paying agent.

G. Statement by Experts

The consolidated financial statements of Real Messenger Holdings Limited as of and for the years ended March 31, 2024 and 2023 included in the Proxy Statement have been audited by Marcum Asia CPAs LLP, an independent registered public accounting firm as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Nova Vision Acquisition Corp. for the years ended December 31, 2023 and 2022 included in the Proxy Statement have been audited by MaloneBailey, LLP, independent registered public accounting firm, as set forth in their report, thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Nova Vision Acquisition Corp. to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in Proxy Statement, and are included in reliance on such report given upon such firm as experts in auditing and accounting.

H. Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We also furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.

I. Subsidiary Information

J. Annual Report to Security Holders