Real Messenger Corp

The Business Combination

As previously reported on the Current Report on Form 8-K filed by Nova Vision Acquisition Corp. (“Nova SPAC”) with the SEC on March 27, 2023, Nova SPAC entered into a Merger Agreement (as amended, the “Agreement”) with Real Messenger Holdings Limited, a Cayman Islands exempted company (“RMHL”) and the other parties thereto. The Agreement is included as an exhibit to this Report as Exhibit 2.1.

As previously reported on the Current Report on Form 8-K filed by Nova SPAC with the SEC on September 12, 2024, Nova SPAC held an extraordinary general meeting of shareholders (the “EGM”), at which holders of 1,829,333 ordinary shares or 92.48% of the outstanding ordinary shares of Nova SPAC ( the “Nova SPAC Ordinary Shares”) were present in person or by proxy, constituting a quorum for the transaction of business. Only shareholders of record of Nova SPAC as of the close of business on August 19, 2024, the record date (the “Record Date”) for the EGM, were entitled to vote at the EGM. As of the Record Date, 1,978,052 ordinary shares of Nova SPAC were outstanding and entitled to vote at the EGM.

At the EGM, Nova SPAC’s shareholders voted to approve the proposals outlined in the definitive proxy statement filed by Nova SPAC with the SEC on August 19, 2024 (the “Proxy Statement”), including, among other things, the adoption of the Agreement and approval of the transactions contemplated by the Agreement, as described in the sections titled “Proposal No. 1 – The Redomestication Merger Proposal” beginning on page 75 of the Proxy Statement, andProposal No. 2 – The Acquisition Merger Proposal” beginning on page 77 of the Proxy Statement. Pursuant to the Agreement, among other things, (i) subject to the approval and adoption of the Agreement, as the same had been amended through August 13, 2024, by the shareholders of Nova SPAC, Nova SPAC will merge with and into Real Messenger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of Nova SPAC (the “Company” or “PubCo”), with PubCo 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 and wholly owned subsidiary of PubCo, will be merged with and into RMHL, with RMHL remaining as the surviving entity, resulting in RMHL being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). collectively, the Redomestication Merger and the Acquisition Merger are referred to herein as the “Business Combination”).

In connection with the EGM, shareholders holding 200,133 of Nova SPAC’s public ordinary shares exercised their right to redeem such shares, after giving effect to certain redemption elections prior to Closing, for a pro rata portion of the funds in Nova SPAC’s trust account (the “Trust Account”). As a result, approximately $2,507,666 (approximately $12.53 per share) was removed from the Trust Account to pay such holders on November 19, 2024. Following redemptions, Nova SPAC had 9,919 public ordinary shares outstanding.

On November 19, 2024 (the “Closing Date”), the Business Combination was completed (the “Closing”). On November 20, 2024, the Company’s ordinary shares commenced trading on the Nasdaq Stock Market (“Nasdaq”) under the symbol “RMSG” and the Company’s warrants commenced trading on Nasdaq under the symbol “RMSGW”.

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