The transaction will have a pre-money enterprise value of approximate $150M at closing, according to an announcement Tuesday. The deal is expected to close in the third quarter of 2023
REAL Messenger, the real estate social platform developed by co-founders Thomas Ma and Fredrik Eklund, has established an agreement with special purpose acquisition company Nova Vision Acquisition Corp. to take REAL public, the company announced on Tuesday.
The transaction will have a pre-money enterprise value of about $150 million at closing, according to an announcement. Nova Vision is a blank check company — or SPAC — that focuses on facilitating mergers, acquisitions and similar business deals across fintech, proptech, consumertech and supply chain management industries.
Eklund, an alum of Bravo’s “Million Dollar Listing,” described the app as “Instagram meets WhatsApp meets Zillow” when it first launched in the summer of 2022. The app’s functions include a messenger feature so that agents can chat with clients and with other agents, and active listings as well as coming soon properties available to view by agents and consumers.
The app’s AI engine provides agents with domain-specific insights when paired with dynamic and static data from the app to provide agents with the best workflows and optimize productivity. It’s now wielded by more than 350,000 users across 59 countries.
“In a short period, REAL Messenger has proven to be a critical asset for the real estate industry,” Thomas Ma, REAL Messenger’s co-founder and CEO, said in a statement. “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 [property or services exchanged for stock] to be in the form of a performance earnout.”
“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,” added Eklund, who is REAL’s co-founder and chief visionary, as well as co-founder of The Eklund|Gomes Team at Douglas Elliman. “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 No. 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.”
The transaction is expected to close during the third quarter of 2023, according to the announcement, at which point the combined company will be known as Real Messenger and listed on NASDAQ as “RMSG.”
Nova Vision will then combine with REAL and pay an aggregate consideration of up to $150 million. REAL shareholders will received $75 million in the form of Nova Vision ordinary shares at closing, and may receive an additional $75 million in Nova Vision ordinary shares in the form of post-closing earnout consideration, pending financial performance and stock price targets are met.
Additionally, Nova Vision is seeking to secure cash proceeds of up to $20 million from a private investment in public equity (PIPE), with no assurances yet that this will be achieved.
REAL anticipates that its equity holders will roll 100 percent of their equity interests into the combined company and will gain about 80 percent ownership of the combined company.
REAL’s and Nova Vision’s boards of directors have unanimously approved the business combination, but the transaction is subject to approval by all shareholders, as well as the U.S. Securities and Exchange Commission and the Nasdaq Stock Market.
“Since its launch, REAL has continued to create innovative ways to deliver content and connect stakeholders in the real estate community,” Eric Wong, CEO of Nova Vision, said in a statement.
“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,” Wong continued. “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.”
Following the merger, Wong will become a member of REAL Messenger’s board of directors.