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Real Messenger to Become a Publicly Traded Company on NASDAQ via Combination with Nova Vision Acquisition Corp.

Transaction signals REAL’s intent to connect the global real estate community, and scale its reach and business across the globe.

COSTA MESA, Calif.–(BUSINESS WIRE)–
REAL Messenger Holdings Limited (“REAL Messenger” or simply “REAL”), a social platform redefining the way we consume real estate content and focused on reinstating joy to the real estate journey, and Nova Vision Acquisition Corp. (NASDAQ: NOVV) (“Nova Vision”), a special purpose acquisition company (“SPAC”), today announced a definitive business combination agreement that will result in REAL Messenger becoming a publicly traded company. The proposed transaction will have a potential pre-money enterprise value of approximately $150 million at closing.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230328005554/en/

REAL is revolutionizing the real estate experience, creating a world where real estate is joyful and fun, the different stakeholders in the real estate community are connected, the fragmented businesses of the real estate industry are integrated into one compatible platform and agents have control over their content listings.

Through the use of social network and domain-specific proprietary AI-trained data, REAL will offer an internationally universal platform for all, providing an enhanced value proposition for stakeholders and businesses. By combining proprietary, dynamic data with static data, our AI engine can help to unlock new insights, determine workflows and improve decision-making and productivity at every step of the real estate journey.

REAL Messenger’s innovative social app, and the ecosystem that it enables, are already available in 35 countries. Going public via a SPAC merger signifies REAL’s commitment to an international reach with developers and users across the globe. The proceeds from the transaction will provide the company with resources to scale its reach and business.

“In a short period, REAL Messenger has proven to be a critical asset for the real estate industry,” said Thomas Ma, REAL Messenger co-founder and CEO. “We want to enable investors to invest in REAL Messenger earlier than they would through a traditional model. We believe the SPAC model will help us in our path to becoming THE social app for real estate. We are so confident in our technology and our business model that we have agreed for half of our consideration to be in the form of a performance earnout.”

Added Fredrik Eklund, REAL’s co-founder and chief visionary, the co-founder of Douglas Elliman’s The Eklund|Gomes Team, “The real estate industry has had a real thirst for a global social network for years… and REAL Messenger, powered by AI, is quickly leading the way. By going public we can run even faster and enter even more markets. This is the future of real estate, and I’m proud to be the co-founder of the company. Leading the #1 team in the nation, I have over 100 agents operating through 13 offices in five states, and we all use the REAL Messenger app with incredible success.”

“Since its launch, REAL has continued to create innovative ways to deliver content and connect stakeholders in the real estate community. Agents use it for its speed and convenient chat and networking functions, and buyers and sellers use it to connect with agents that cater to their customized needs. Unlike previous proptech models that lag behind in innovation and fail to be sustainable, REAL provides a social communication platform for one of the largest industry verticals. We are excited to partner with Thomas Ma, Fredrik Eklund and the rest of REAL’s young and energetic management team to help REAL Messenger go public, which will help them accelerate its reach and growth plans,” said Eric Wong, CEO of Nova Vision.

Once the merger is completed, Wong will be a member of the combined company’s board of directors.

Transaction Overview

Upon the transaction’s closing, expected to be completed in the third quarter of 2023, the combined company will be named Real Messenger and will be listed on NASDAQ under the symbol “RMSG”.

Pursuant to the transaction, Nova Vision, which currently holds approximately $19.0 million of cash in trust¹, will combine with REAL and pay an aggregate consideration of up to $150 million. The shareholders of REAL shall receive $75 million in the form of Nova Vision ordinary shares at the closing, and may receive up to an additional $75 million in Nova Vision ordinary shares in the form of post-closing earnout consideration subject to meeting certain financial performance and stock price targets as set forth in the definitive business combination agreement.

As part of the transaction, Nova Vision is seeking to secure cash proceeds of up to $20 million from a private investment in public equity (PIPE), however, there can be no assurances that such investment will be available on terms acceptable to Nova Vision or REAL Messenger.²

REAL’s management team projects that current REAL equity holders will roll 100% of their equity interests into the combined company and will have approximately 80% ownership of the combined company.³ The co-founders of REAL will be under a lock-up for twelve months from the closing of the transaction.

The Boards of Directors of REAL and Nova Vision have unanimously approved the proposed business combination, though the transaction remains subject to approval by REAL and Nova’s shareholders, satisfaction of the conditions stated in the definitive business combination agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the registration statement on Form F-4 and the proxy statement/prospectus that Nova Vision will cause to file with the SEC, the receipt of certain regulatory approvals, and approval by the Nasdaq Stock Market to list the securities of the combined company.

Advisors

Nixon Peabody LLP is serving as legal advisor to REAL Messenger, while Loeb & Loeb LLP is serving as legal advisor to Nova Vision. Brookline Capital Markets, a division of Arcadia Securities, LLC and EF Hutton, division of Benchmark Investments, LLC, are serving as capital markets advisors to Nova Vision.

Investor Presentation

REAL and Nova Vision have posted an investor presentation that can be accessed here.

Nova Vision will file a Current Report on Form 8-K, which includes a copy of the business combination agreement and the investor presentation, with the Securities and Exchange Commission, which is available at www.sec.gov as well as on Nova Vision’s website at www.novavisionacquisition.com.

About REAL Messenger

REAL Messenger is a technology company built as a social platform focused on reinstating joy, fun and a sense of community to every stage of the real estate journey. REAL connects the different stakeholders involved to ultimately integrate the fragmented businesses of the industry into one compatible, universal platform, using our social network platform, data and AI. REAL’s AI engine, built for the real estate industry and trained on meaningful dynamic data, can recognize domain-specific patterns and trends while enhancing the productivity of all stakeholders. More information about REAL is available on REAL Messenger’s website at www.real.co.

About Nova Vision Acquisition Corp. (NASDAQ: NOVV)

Nova Vision Acquisition Corp. (NASDAQ: NOVV) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Nova Vision Acquisition Corp. targets companies that focus in the fintech, proptech, consumertech, and supply chain management industries or technology companies that serve these or other sectors.

Additional Information and Where to Find It

For additional information on the proposed business combination, see Nova Vision’s Current Report on Form 8-K, which will be filed concurrently with this press release. In connection with the proposed business combination, Nova Vision intends to file relevant materials with the Securities and Exchange Commission (“SEC”), including a registration statement on Form F-4, which will include a proxy statement/prospectus of Nova Vision, and will file other documents regarding the proposed business combination with the SEC. Nova Vision’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about REAL, Nova Vision and the proposed business combination. Promptly after the Form F-4 is declared effective by the SEC, Nova Vision will provide the definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and shareholders of Nova Vision are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed business combination. The documents filed by Nova Vision with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov as well as on Nova Vision’s website at www.novavisionacquisition.com.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Participants in the Solicitation

Nova Vision and its directors and executive officers may be deemed participants in the solicitation of proxies from its shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Nova Vision will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov as well as on Nova Vision’s website at www.novavisionacquisition.com. Information about Nova Vision’s directors and executive officers and their ownership of Nova Vision shares is set forth in Nova Vision’s 10-K, filed on March 15, 2022. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the source[s] indicated above.

REAL and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Nova Vision in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will,” “are expected to,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “pro forma,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding REAL’s industry and market sizes, future opportunities for REAL and Nova Vision, REAL’s estimated future results and the proposed business combination between Nova Vision and REAL, including pro forma market capitalization, pro forma revenue, the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of Nova Vision’s and REAL’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond Nova Vision’s or REAL’s control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. Except as required by law, Nova Vision and REAL do not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

¹ Trust amount is before any Nova shareholder redemptions made prior to the Nova shareholder meeting to approve this transaction.

² There can be no assurances that any additional private financing will be consummated.

³ REAL equity holders ownership in the combined company assumes full achievement of earnout milestones.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230328005554/en/

Investor Relations

Real Messenger Holdings Limited

[email protected]

Nova Vision Acquisition Corp.

[email protected]

Media Contact

Rachel Verne

[email protected]

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INDUSTRY KEYWORDS: Technology Social Media Finance Apps/Applications Residential Building & Real Estate Commercial Building & Real Estate Professional Services Construction & Property Artificial Intelligence Software Networks Communications Internet Data Management

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World’s Major Economies Playing Catch-Up as Widespread Adoption Drives Global Real-Time Payments Growth – ACI Worldwide Report

• 195.0B real-time payments (RTP) transactions were recorded globally in 2022, a YoY growth of 63.2%, according to the 2023 Prime Time for Real-Time report from ACI Worldwide and GlobalData
• India remains the undisputed RTP leader — responsible for 46% of all transactions worldwide — followed by Brazil, China, Thailand and South Korea
• Governments and regulators around the world are taking steps to drive adoption of RTPs as a path to economic growth and greater financial inclusion

MIAMI–(BUSINESS WIRE)–
New sophisticated use cases for consumers and businesses are driving global RTP volumes to record highs, with 195.0B RTP transactions recorded globally in 2022 — a YoY growth of 63.2% — according to the 2023 Prime Time for Real-Time report, published by ACI Worldwide (NASDAQ: ACIW), a global leader in mission-critical, real-time payments software, in partnership with GlobalData, a leading data and analytics company.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230328005314/en/

• 511.7B real-time transactions globally are forecast by 2027, representing a 2022-2027 compound annual growth rate (CAGR) of 21.3%.
• By 2027, RTPs are expected to account for 27.8% of all electronic payments globally.
• India remains the undisputed RTP leader, with a staggering 89.5B transactions in 2022 and a YoY growth rate of 76.8%. India accounted for 46% of all global real-time transactions in 2022.
• Brazil was the thirdfastest-growing RTP market in 2022, with a YoY growth of 228.9%, and is in second place in transactions, with 29.2B in 2022, representing 15% of all global real-time transactions.
• China, Thailand and South Korea are third, fourth and fifth, respectively, on the list of the top RTP markets, with 17.6B, 16.4B and 8B transactions, respectively, in 2022.

Governments and regulators are taking notice of consumer adoption

With consumers and businesses around the world demanding cheaper, faster and more efficient ways to pay, and merchant acceptance of RTPs on the rise, consumer and business adoption via popular new use cases is heating up. This year’s Prime Time for Real-Time report analyzes RTP transactions per head of population per month for the first time, highlighting where consumers and businesses most actively use RTP:

• Bahrain, a country of just 1.5 million people, is forecast to have the highest level of RTP consumer adoption by 2027, with 83.3 RTP transactions per head per month projected.
• Consumers in Brazil (#2) and Thailand (#3) are expected to make 51.8 and 43.6 RTP transactions per month, respectively, by 2027.
• Four European countries — Netherlands, Sweden, Denmark and Finland — are forecast among the top 10 countries for RTP consumer adoption by 2027.
• The U.K., Canada, the U.S., Germany, France and Italy — all top 10 global economies by GDPⁱ — are forecast to place 17^th, 19^th, 33^rd, 34^th, 35^th and 42^nd, respectively, for consumer adoption in 2027.

“This year’s report highlights how consumer and business adoption of real-time payments accelerates when the conditions are right,” said Craig Ramsey, global head of real-time payments and banking, ACI Worldwide. “The countries at the top of our league table — Bahrain, Brazil and Thailand — are all relatively recent enablers of real-time payments. Concerted industry collaboration and government mandates, widespread merchant adoption, strong brand recognition for a scheme, and related services, such as digital wallets, have provided the perfect combination for strong growth in these markets.”

Governments and regulators in other countries are beginning to take notice and have launched initiatives to emulate the success of the most successful RTP markets.

In Europe, the EU Commission has proposed a law mandating RTPs across its 27 member states. The U.K. has embarked on its New Payments Architecture program, which aims to modernize the country’s RTP rails. In the U.S., the Federal Reserve recently announced the launch date for its highly anticipated FedNow service to expand RTP access in the U.S. — a highly significant event in a market where regulators tend to lean toward non-intervention.

“Real-time payments are the future of modern, digital economies. Governments and regulators around the world are beginning to understand this and increasingly see them as a path to drive economic growth and financial inclusion,” said Thomas Warsop, interim president and CEO, ACI Worldwide.

“Real-time payments will help to secure the competitiveness of banks and financial services providers. They remove payments friction, contribute to greater liquidity and ultimately increase customer stickiness. They complement the holistic digital proposition of modern financial institutions.

“Banks should evaluate whether they are truly maximizing existing real-time rails in their market. Ultimately, the extent to which they make real-time payments part of their offering is a strategic decision. It seems increasingly clear, however, that limiting their commitment to the minimum also means limiting their potential share of the future payments market,” Warsop concluded.

Regional Spotlights

North America: July’s U.S. FedNow launch will be a major catalyst for growth

• RTP transactions in North America are expected to grow from 3.9B in 2022 to 13B by 2027, a CAGR of 27.3%. While North America currently accounts for just 2% of all RTPs globally, it has the potential to develop into an extremely high-growth region in the future.
• As a proportion of electronic payments, RTPs are forecast to be just 5% by 2027 in North America — lower than in all other global regions: Europe (13%), Asia Pacific (APAC – 12%), Middle East, Africa and South Asia (MEASA – 79%) and Latin America (LATAM – 56%).
• Consumer adoption, measured as transactions per month per head of population, was low across the region in 2022 — the U.S. and Canada ranked 33^rd and 19^th, respectively, worldwide.
• Mobile wallet adoption is strong and growing fast, with 45% of consumers holding and/or using a mobile wallet in 2022, compared to 38% in 2021 and just 13% in 2018.
• Overall fraud rates remain flat, as 28% of consumers reported being a victim of fraud in 2022, compared to 26% in 2021. Social engineering scams and digital wallet account hacks are the only fraud types that grew from 2021 to 2022, speaking both to the increased adoption of digital payments and the corresponding evolution of fraudsters’ tactics.
• The launch of FedNow in the U.S. in July 2023 could be a major catalyst for RTP adoption — it will expand RTP access to smaller banks and feature new services, such as Request for Pay, from day one.

Europe: Major change is on the horizon with the new EU RTP mandate

• RTP transactions in Europe are expected to grow from 13.2B in 2022 to 34.2B by 2027, with a CAGR of 21%.
• Four European countries feature in the global top 10 for consumer adoption for 2027 — Netherlands, Sweden, Finland and Denmark.
• Mobile wallets are increasingly popular, with 41% of consumers holding and/or using a mobile wallet in 2022, compared to 31% in 2021 and 12% in 2018.
• Overall fraud rates are stagnant or in decline. However, social engineering scams associated with Authorized Push Payment (APP) fraud are on the rise.
• Major change is on the horizon. The EU Commission has proposed to mandate RTPs across its 27 member states, whereby banks must offer instant payments at the same cost or lower than standard credit transfers. The proposed law would disrupt the market significantly, as charges of up to EUR 1.50 are common for instant payments at the moment.

LATAM: Top growth market with Brazil the clear leader in adoption and growth

• LATAM is one of the top growth regions globally. RTP transactions are expected to grow from 33B in 2022 to 119.5B by 2027, a CAGR of 29.3%.
  • The region is forecast to have one of the highest proportions of RTPs as a portion of electronic payments by 2027 (56%). Brazil has become a major global player in RTPs and is responsible for 90% of RTP volumes in the region due to the strength of PIX.
  • Brazil was the world’s second biggest RTP market by volume in 2022.
  • Brazil is second in global RTP consumer adoption, behind India. The majority of its population has access to the RTP service PIX via mobile, and Brazil is expected to have 52 RTP transactions per head of population per month by 2027.
• Mobile wallets have exceeded a critical mass in the region, with 65% of consumers holding and/or using a mobile wallet in 2022, compared to 58% in 2021 and 15% in 2018.
• Social engineering scams associated with APP fraud have risen to comprise 27% of reported fraud incidents in LATAM in 2022, up from 16% in 2021. Card details stolen online dropped from 20% to 13% in the same period.
• Growing markets to watch in LATAM include Mexico, which for the first time is among the world’s top RTP markets (#9), as well as Peru, Argentina and Colombia, which feature on the list of the world’s top 10 growth markets.

APAC: Leads the world in terms of real-time, cross-border initiatives

• APAC is one of the most innovative RTP markets. Advanced, user-friendly services and features such as QR-code payments and mobile-native experiences are driving adoption across the region.
• RTP transaction volumes in the region are expected to grow from 49.2B in 2022 to 96.7B by 2027, a CAGR of 14.1%, while APAC’s nations are at different stages of real-time payments implementation
• Indonesia is the latest major country in the regions to adopt RTP and is set for rapid real-time payments growth at CAGR of 81.9% between 2022 and 2027.
• Most APAC countries have had real-time payments schemes in place for a few years. Projected five-year growth is continuing and accelerating, with CAGR for Malaysia at 19.7%, the Philippines at 18.7%, Singapore at 18.3% and Australia at 16.3%. This robust growth is driven by regular launch of new products by these schemes.
• Governments and central banks in the APAC region play a key role in adoption. There has been strong push from the governments of APAC countries especially in Indonesia and Malaysia for RTP adoption which is enabling the industry to adopt digital payments.
• Several cross-border RTP integrations are live between APAC countries, and more are in development.
• Consumers in APAC are the most avid users of mobile wallets, with eight out of the top 10 countries for mobile wallet adoption in that region.

MEASA: Fastest-growing market globally due to the might of India

• MEASA is a huge and diverse RTP market, with India as the world’s undisputed RTP leader, the Middle East as one of the fastest growing regions, and Africa as a key growth market to watch.
• The region saw 95.7B RTP transactions in 2022, mainly due to India’s dominant role. RTP transactions are expected to grow to 250B by 2027, a CAGR of 21.2%.
• In 2022, 46% of all global RTP transactions originated in India. Volumes reached a new high of 89.5B in 2022, representing 81% of electronic payments in India. They are forecast to grow at a CAGR of 21.3% between 2022 and 2027.
• The Middle East is the fastest-growing RTP market globally. RTP transactions are expected to grow from 675M in 2022 to 2.6B by 2027, a CAGR of 30.6%.
  • Saudi Arabia is currently the biggest RTP market in the Middle East, followed by Bahrain.
  • Bahrain is the global leader in consumer adoption, forecast to have 84 RTP transactions per head of population per month by 2027.
  • Governments and regulators in the Middle East are setting new mandates for adoption. Several countries — including U.A.E., Qatar, Kuwait and Oman — are expected to launch domestic RTP schemes soon, with innovative features and overlay services high on the agenda.
• Nigeria is one of the top 10 RTP markets globally, and South Africa is Africa’s second biggest market, having launched RTPs in March 2023. This vast and rapidly growing continent is full of opportunity for RTPs, with many African countries planning to develop and launch domestic RTP schemes.

ACI’s Inside Real-Time

This year, we are excited to launch Inside Real-Time — a new, multi-channel media platform — as the definitive guide and go-to source for the world’s RTP stories, including exclusive content exploring the latest developments and opportunities in the world of RTPs and how real‑time is empowering consumers, merchants, businesses and banks. ACI’s Prime Time for Real-Time report is the foundation of this new platform.

About ACI Worldwide

ACI Worldwide is a global leader in mission-critical, real-time payments software. Our proven, secure and scalable software solutions enable leading corporations, fintechs and financial disruptors to process and manage digital payments, power omni-commerce payments, present and process bill payments, and manage fraud and risk. We combine our global footprint with a local presence to drive the real-time digital transformation of payments and commerce.

© Copyright ACI Worldwide, Inc. 2023

ACI, ACI Worldwide, ACI Payments, Inc., ACI Pay, Speedpay and all ACI product/solution names are trademarks or registered trademarks of ACI Worldwide, Inc., or one of its subsidiaries, in the United States, other countries or both. Other parties’ trademarks referenced are the property of their respective owners.

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Prime Time for Real-Time 2023 : Key Facts and Figures at a Glance (Graphic: Business Wire)