| ORGANIZATION AND BUSINESS BACKGROUND | NOTE
1 - ORGANIZATION AND BUSINESS BACKGROUND Nova
Vision Acquisition Corp. (the “Company” or “we”, “us” and “our”) is a blank check company
incorporated on March 18, 2021, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange,
share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements,
or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”).
Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination,
the Company intends to focus on that are in the PropTech, FinTech, ConsumerTech, Supply Chain Management industries or technology companies
that serve these or other sectors in Asia (excluding China). Real
Messenger Corporation (“PubCo”) is a company incorporated on June 27, 2023, under the laws of the Cayman Islands for the
purpose of effecting the business combination. PubCo is wholly owned by the Company. RM2
Limited (“Merger Sub”) is a company incorporated on June 27, 2023, under the laws of the Cayman Islands for the purpose of
effecting the business combination. Merger Sub is wholly owned by PubCo. The
Company’s entire activities from inception up to August 10, 2021 were in preparation for the initial public offering. Since the
initial public offering, the Company’s activity has been limited to the evaluation of business combination candidates. The Company
has selected December 31 as its fiscal year end. Financing The
registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note
4) became effective on August 5, 2021. On August 10, 2021, the Company consummated the Initial Public Offering of 5,000,000 50,000,000 750,000 10.00 7,500,000 Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 307,500 10.00 3,075,000 Transaction
costs amounted to $ 1,207,980 1,006,250 201,730 Trust
Account Upon
the closing of the Initial Public Offering and over-allotment exercised, $ 55,000,000 58,075,000 3,075,000 3,946,388 10.29 40,622,540 253,315 10.88 2,756,068 1,340,245 12.17 16,310,781 Business
Combination Pursuant
to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate
fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees
and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution
of a definitive agreement for our initial Business Combination, although the Company may structure a Business Combination with one or
more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed
on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a Business Combination to acquire
100% of the equity interests or assets of the target business or businesses. The
Company may, however, structure a Business Combination where the Company merges directly with the target business or where the Company
acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but the Company will only complete such Business Combination if the post-transaction company
owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses
that is owned or acquired is what will be valued for purposes of the 80% test The
Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which shareholders
may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes
then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer
for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but
not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities
from Equity (“ASC 480”). The Company will proceed with a Business Combination only if it will have net tangible assets of
at least $ 5,000,001 Notwithstanding
the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a
“group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect
to 15% or more of the ordinary shares sold in the Initial Public Offering without the Company’s prior consent. In connection with
any shareholder vote required to approve any Business Combination, the Sponsor and any of the Company’s officers and directors
that hold Founder Shares (as described in Note 6) (the “ Initial Shareholders”) will agree (i) to vote any of their respective
shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the “Initial
Shares”), ordinary shares included in the Private Units to be sold in the Private Placement, and any ordinary shares which were
initially issued in connection with the Initial Public Offering, whether acquired in or after the effective date of the Initial Public
Offering, in favor of the initial Business Combination; (b) not to propose an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Shares into the right to receive cash
from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer
in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend
the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business
Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding
up if a Business Combination is not consummated. On
March 27, 2023, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified
from time to time, the “Merger Agreement”), by and between the Company and Real Messenger Holdings Limited, a Cayman Islands
exempted company. pursuant to which (a) the Company will form Real Messenger Corporation, a Cayman Islands exempted company, as its wholly
owned subsidiary (“Purchaser”), (b) Purchaser will form RM2 Limited, a Cayman Islands exempted company, as its wholly owned
subsidiary (“Merger Sub”), (c) the Company will be merged with and into Purchaser (the “Reincorporation Merger”),
with Purchaser surviving the Reincorporation Merger, and (d) Merger Sub will be merged with and into the Company (the “Acquisition
Merger”), with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the
“Business Combination”). Pursuant
to the Merger Agreement, Purchaser will issue 7,500,000 10.00 75,000,000 6,000,000 1,500,000 4,500,000 10.00 45,000,000 4,050,000 450,000 Holdback Shares 3,600,000 900,000 Amendment
No. 2 5,000,000 500,000 Amendment No. 3 Amendment No. 4 Amendment No. 5 6,400,000 Amendment No. 6 6,400,000 5,950,000 450,000 Liquidation For
the nine months ended September 30, 2024, the Company incurred net loss of $ 64,590 750,535 18,488 3,362,330 575,000 0.10 0.0416 0.045 15,000 0.03 10.00 100 Liquidity
and Going Concern Until
the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating
prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise
additional capital through loans or additional investments from its Sponsor or third parties as discussed in Note 6. In
connection with the Company’s assessment of going concern in accordance with the authoritative guidance in ASU 2014-15, “Disclosures
of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory
liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about
the Company’s ability to continue as a going concern. The Company has until December 10, 2024 to consummate a Business Combination.
It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated
by this date without an extension to the acquisition period, there will be a mandatory liquidation and subsequent dissolution. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 10, 2024. |
