SecProbe.io

CORRESP
1
filename1.htm

    Loeb
    & Loeb LLP

    2206-19 Jardine House 1

    Connaught Road Central

    Hong Kong SAR

    Main

    Fax

    +852-3923-1111

    +852-3923-1100

August
21, 2023

Via
Edgar Transmission

Mr.
Matthew Derby

Mr.
Austin Pattan

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

    Re:

    Real
    Messenger Corp.

    Registration
    Statement on Form F-4

    Filed
    July 3, 2023

    File
    No. 333-273102

Dear
Mr. Derby and Mr. Pattan:

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated July 28, 2023 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form F-4 (the “Form F-4”).

For
the Staff’s convenience, each of the Staff’s comments has been stated below in its entirety, with the Company’s response
set out immediately underneath each comment.

Registration
Statement on Form F-4 filed July 3, 2023

Cover
Page

    1.
    You
    state that after the Business Combination, Nova Vision’s current public shareholders will own 10.57% of the issued share capital
    of PubCo and Nova Vision’s current directors, officers and affiliates will own approximately 8.06%. Please provide the calculations
    that support these disclosures or revise as necessary.

Response:
The disclosure on the cover page and on pages 127 and 134 of the Registration Statement has been revised in accordance with the Staff’s
comment.

    2.
    We
    note that you will be a controlled company under the Nasdaq listing rules following the business combination. Please include this
    disclosure on the prospectus cover page. Additionally, include the natural person(s) expected to exercise voting and other dispositive
    power over the company following the business combination.

Response:
The disclosure on the cover page and on page 30 of the Registration Statement has been revised in accordance with the Staff’s
comment.

Questions
and Answers

Do
any of Nova Vision’s directors or officers have interests that may conflict. . ., page 5

    3.
    We
    note your statement that “Nova Vision’s directors and officers have an incentive to complete an initial business combination
    and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business
    is an appropriate business with which to effect Nova Vision’s initial business combination.” Please revise to discuss
    the fact that such a business combination may be on terms that disfavor the public shareholders.

Response:
The disclosure on pages 4, 22, 23 and 46 of the Registration Statement has been revised in accordance with the Staff’s
comment.

How
will the Initial Shareholders vote?, page 6

    4.
    We
    note the disclosure on page 6 that the Initial Shareholders may purchase NOVA Ordinary Shares in the open market or private transactions
    and have agreed to vote those securities in favor of approval of the business combination transaction. Please provide your analysis
    on how such potential purchases would comply with Rule 14e-5.

Response:
The disclosure on pages 6 and 52 of the Registration Statement has been revised in accordance with the Staff’s comment.

Will
I experience dilution as a result of the business combination?, page 8

    5.
    It
    appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to include the effective
    underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response:
The disclosure on pages 9 and 10 of the Registration Statement has been revised in accordance with the Staff’s comment.

Additional
Agreements Executed at the Signing of the Merger Agreement, page 18

    6.
    We
    note that the lock-up agreements to be entered into at closing will be “subject to certain customary exceptions.” Please
    disclose these exceptions.

Response:
The disclosure on pages 18 and 73 of the Registration Statement has been revised in accordance with the Staff’s comment.

Risk
Factors, page 28

    7.
    Your
    risk factor summary includes several risks that do not have corresponding risk factor disclosure. For example, the risk factor summary
    states that you will not obtain a fairness opinion from an unaffiliated third party. It also states that significant redemptions
    could cause the PubCo Ordinary shares to become less liquid. These are non-exhaustive examples. Please include a corresponding risk
    factor for each risk mentioned in the risk factor summary and provide detailed discussion of why these factors pose a risk to public
    shareholders.

Response:
The disclosure in the Risk Factors summary on pages 23 through 26 of the Registration Statement have been revised in accordance
with the Staff’s comment. In addition, we have added a risk factor as to not obtaining a fairness opinion on page 46 of the Registration
Statement.

    2

    8.
    Please
    revise to include a risk factor highlighting that Nova Vision has experienced a significant number of redemptions and could experience
    further redemptions in connection with the business combination. This risk factor should include a discussion of the impact that
    additional redemptions may have on your ability to fund the surviving company, including the likelihood that you will be unable to
    raise additional capital on favorable terms. Discuss the downward pressure potential sales of securities following additional capital
    raising transactions may have on the trading price of the combined entity.

Response:
The disclosure on page 44 of the Registration Statement has been revised in accordance with the Staff’s comment.

Risk
Related to Real Messenger’s Business

We
have identified material weaknesses in our internal control over financial reporting..., page 36

    9.
    Please
    revise to describe the specific remediation measures you have taken to date, if any, and those you still plan to take to address
    the material weaknesses in your internal control over financial reporting. Also, disclose when you expect to fully remediate these
    weaknesses and any material costs incurred to date as part of your remediation plan. In addition, explain why you have repeated this
    risk factor, and others, on page 40 or revise accordingly.

Response: The
disclosures and risk factors on pages 38 and 42 of the Registration Statement has been revised in accordance with the Staff’s
comment. The risk factor regarding potential litigation risks regarding material weaknesses in internal controls over financial
reporting, and other risk factors that were inadvertently repeated, have been revised to eliminate repetitive text.

Risks
Related to Nova Vision and the Business Combination, page 40

    10.
    We
    note that Nova Vision Acquisition has identified material weaknesses in their internal control over financial reporting related to
    the lack of accounting staff with appropriate knowledge of U.S. GAAP and SEC reporting, and as a result they have determined that
    their disclosure controls and procedures and internal control over financial reporting were not effective. Please revise to include
    a risk factor addressing Nova Vision’s material weaknesses and the results of their controls and procedures evaluations.

Response:
The disclosure on page 46 of the Registration Statement has been revised in accordance with the Staff’s comment.

    3

Nova
Vision shareholders will experience immediate dilution as a consequence..., page 49

    11.
    We
    note your statement that having a minority share position may reduce the influence that Nova Vision’s current shareholders
    have on management. Please revise to highlight the unlikelihood that current Nova Vision shareholders will be able to meaningfully
    effect any corporate changes that require a shareholder vote, including the election of directors, future business combinations,
    rights issuances or stock-splits. These examples are non- exhaustive.

Response:
The disclosure on page 51 of the Registration Statement has been revised in accordance with the Staff’s comment.

Risks
Related to PubCo’s Securities

PubCo
will be an “emerging growth company,” as defined under the federal securities laws..., page 58

    12.
    You
    state that “if” the PubCo elects not to opt out of the extended transition period for complying with new or revised accounting
    standards, such financial statements may not be comparable to other public companies. Please revise to more clearly state whether
    Real Messenger Corporation has made such election. Refer to Question 13 of the Jumpstart Our Business Startups Act FAQs.

Response:
The disclosure on pages 60 and F-28 of the Registration Statement has been revised in accordance with the Staff’s comment.

Nova
Vision’s Reasons for Approval of the Business Combination, page 82

    13.
    We
    note your statement that board considered the listed factors “among other things.” Please revise to include, without
    qualification, the full list of material factors considered by the board when determining whether to approve of the business combination.

Response:
The disclosure on pages 83 and 84 of the Registration Statement has been revised in accordance with the Staff’s comment.

Certain
Projected Information of Real Messenger, page 87

    14.
    We
    note that you have provided a summary of the projections. Please revise to include the full projections provided to the board. In
    addition, we note that Real Messenger’s management relied on numerous assumptions to derive the projections. Revise your discussion
    to include all material assumptions underlying the projections and how they were used.

Response:
The disclosure on page 88 of the Registration Statement has been revised in accordance with the Staff’s comment.

    15.
    We
    note that the board considered five years of Real Messenger projections and that long- term projections are subject to increased
    uncertainty. Please tell us how the board relied upon these projections. Further, tell us how the board was able to determine that
    the forecasts reflecting more than straight line growth assumptions were reasonable, in light of the extensive length and the company
    currently not having any revenue generating operations and the significant number of redemptions.

Response:
The disclosure on page 88 of the Registration Statement has been revised in accordance with the Staff’s comment.

    4

Recommendation
of Nova Vision Board, page 88

    16.
    We
    note your statement that the board has determined the Business Combination with Real Messenger is in the best interests of Nova Vision
    and its shareholders. Please clarify whether the board considered the business combination to be in the best interests of Nova Vision’s
    unaffiliated shareholders.

Response:
The disclosure on pages 86 and 88 of the Registration Statement has been revised in accordance with the Staff’s comment.

Business
of Real Messenger, page 95

    17.
    We
    note your disclosure that 95% of your members are U.S. based. However, we note that a majority of your development team employees
    are located in Hong Kong, and that you had a significant lax liability in Hong Kong for fiscal years 2021 and 2022. We further note
    your disclosure that you “shall not undertake a business combination with any entity with its principal business operations
    in China (including Hong Kong and Macau)”, but that you have two subsidiaries located in Hong Kong. Please revise to provide
    a more complete discussion regarding the extent of your business operations in Hong Kong, quantify the percentage of employees based
    there as well as whether any of your officers and directors are located in Hong Kong or China, and the percentage of revenue that
    is attributable to your Hong Kong subsidiaries.

Response:
The disclosure on pages 41, 95 and 108 have been revised to address the topics set forth in the Staff’s comment, including
to better explain why Nova Vision does not believe that Real Messenger should be considered an “entity with its principal business
operations in China (including Hong Kong and Macau),” and that Nova Vision and Real Messenger do not expect to generate any revenue
from China (including Hong Kong and Macau).

    5

Increase
Monetization While Creating Added Value for Our Members, page 101

    18.
    We
    note your statements regarding “increasing monetization” and “further monetizing” your platform. Please revise
    these statements to avoid the implication that the company has monetized its platform. To this end, we note that the company has
    not generated any revenues from its platform or developed any monetized solutions to date.

Response:
The disclosure on page 101 of the Registration Statement has been revised in accordance with the Staff’s comment.

Management’s
Discussion and Analysis of Financial Condition and the Results of Operations of Real Messenger, page 109

    19.
    We
    note that you include a list of key metrics in your business description on page 99. If these are key metrics used by management
    to assess the performance of your business, please revise to list these metrics and how they are used by management in management’s
    discussion of and analysis of financial condition and results of operations.

Response:
RM/NP

    6

Unaudited
Pro Forma Condensed Combined Financial Information Description of the Transactions, page 126

    20.
    You
    disclose that an additional 7,500,000 ordinary shares may be issued to the Real Messenger shareholders as earnout consideration.
    Please tell us, and revise to disclose, how you plan to account for the earnout consideration and provide the authoritative literature
    that supports your view. Include your assessment of the preliminary fair value of the earnout shares and revise the pro forma financial
    statements accordingly. If you determine that the earnout shares will be accounted for as a liability, disclose the factors that
    will impact the fair value of such shares and the resulting impact on your pro forma financial statements.

Response:
We respectfully inform the staff that the Merger Agreement Amendment dated August 15, 2023 removed the earnout from the terms
of the transaction, accordingly, disclosure regarding the earnout consideration is no longer appropriate and has been removed from the
revised Registration Statement.

Notes
to Unaudited Pro Forma Condensed Combined Financial Statements

Transaction
Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 132

    21.
    Please
    revise pro forma adjustment (1) to cash and cash equivalents to reflect the additional $225,000 deposited into the trust account
    by the Sponsor as indicated on page 132. Also, include a separate pro forma adjustment labeled (2) to cash and cash equivalents to
    reflect the cash released from the trust account.

Response:
The disclosure on page 132 of the Registration Statement has been revised in accordance with the Staff’s comment.

    22.
    We
    note pro forma adjustment (3) assumes that the Note payable and Due to related parties will be settled with the issuance of 138,341
    Nova ordinary shares. Your disclosures on page 14 indicate that the Notes will either be paid upon consummation of the business combination,
    or at the lender’s discretion, converted into units at $10.00 per unit. Please revise your pro forma notes to state, if true,
    that the note holders have chosen to convert their notes rather than cash settle the debt. If they have not done so, explain