Real Messenger Set to Go Public on NASDAQ Through Strategic SPAC Merger with Nova Vision

Real Messenger Holdings Limited has revealed its plans to become a publicly listed company through a definitive business combination with Nova Vision Acquisition Corp. (NASDAQ: NOVV), a special purpose acquisition company. This milestone marks a significant step for the real estate tech platform as it prepares to expand its global footprint and accelerate its mission to transform how the real estate community connects and operates.

Transaction Structure and Valuation

The proposed merger will value Real Messenger at approximately $150 million on a pre-money basis. Under the agreement, REAL shareholders will initially receive $75 million in Nova Vision ordinary shares at closing. An additional $75 million in earnout consideration is available, contingent upon meeting specific financial performance and stock price targets outlined in the merger agreement.

Nova Vision currently holds roughly $19.0 million in trust and is pursuing up to $20 million in private investment in public equity (PIPE) financing to support the transaction. Following the merger completion, current REAL equity holders are projected to maintain approximately 80% ownership of the combined entity. The deal is anticipated to close in the third quarter of 2023, with the merged company trading under the ticker symbol “RMSG” on NASDAQ.

Reimagining Real Estate Through Technology

Real Messenger has positioned itself as a platform dedicated to restoring enjoyment and community engagement throughout the real estate journey. The company leverages a proprietary AI engine trained on domain-specific data to identify patterns, enhance workflows, and improve decision-making across the entire real estate lifecycle.

The platform’s technology combines dynamic and static data sets to deliver actionable insights to agents, brokers, buyers, and sellers. By integrating fragmented industry businesses into a unified, compatible ecosystem, Real Messenger enables agents to maintain full control over their content and listings while facilitating seamless connections between market participants.

Currently operational in 35 countries, the platform serves as both a communication and networking tool. Users appreciate its rapid chat functionality and personalized matching capabilities that connect agents with buyers and sellers based on specific preferences and requirements.

Leadership Vision and Market Confidence

Thomas Ma, co-founder and CEO of Real Messenger, emphasized the company’s confidence in its technology and business model. “REAL Messenger has rapidly established itself as an indispensable tool for the real estate sector,” Ma noted. The co-founders have agreed to structure half of their transaction consideration as performance-based earnouts—a testament to their conviction in the company’s trajectory.

Fredrik Eklund, co-founder and chief visionary, brings significant industry credibility to the venture. As co-founder of Douglas Elliman’s The Eklund|Gomes Team, which leads the nation with over 100 agents operating across 13 offices in five states, Eklund has directly validated the platform’s utility. His team actively uses Real Messenger with demonstrated success, reinforcing the product’s practical value in high-performing operations.

Strategic Rationale for Going Public

The SPAC route enables Real Messenger to pursue an accelerated path to public markets compared to traditional IPO processes. This structure provides the resources necessary to scale operations, expand into additional markets, and accelerate product development. The capital infusion positions the company to deepen its technological capabilities and broaden its international presence.

Eric Wong, CEO of Nova Vision, emphasized the rationale for the partnership: “REAL has demonstrated a commitment to sustainable innovation in proptech—a category where many predecessors have stalled or failed. The company offers a genuine social communication infrastructure for one of the largest industry verticals globally.”

Upon transaction close, Wong will join the combined company’s board of directors, further cementing the partnership’s collaborative nature.

Governance and Regulatory Path

Both the REAL and Nova Vision boards of directors have unanimously approved the proposed merger. The transaction remains contingent upon shareholder approval from both companies, satisfaction of conditions outlined in the definitive merger agreement, SEC review and effectiveness of the Form F-4 registration statement, receipt of necessary regulatory approvals, and NASDAQ approval for the listing of combined company securities.

The co-founders of Real Messenger will be subject to a twelve-month lock-up period following the transaction close, aligning their interests with long-term shareholder value creation.