Nova Vision (NASDAQ:NOVV) announced in an 8-K this morning that it has re-worked its combination with social real estate platform Real Messenger, lowering the equity value to be issued to the company by -40% to $45 million from $75 million.
Of these shares, 450,000 (10%) will continued to be held back for one year after close as a security against indemnification, down from 1,500,000 (20%) under the original terms. Real Messenger shareholders will also no longer be entitled to any earnout shares.
Originally, they were set to receive up to 7,500,000 more shares across five tranches if the company hit certain EBITDA and price performance-based milestones.
On a whole, this drops the maximum potential equity value to be received by Real Messenger by about -70%. The parties have not yet given an indication of what prompted the revisions, but Nova Vision has likely been in close contact with its own investors recently as it just secured an extension on August 3.
About 73.1% of its shares have been redeemed as of that vote, and it now has about $16.4 million in its trust. It can now extend its completion deadline as far as August 10, 2024, if need be.
The parties initially announced their deal on March 28. Costa Mesa, California-based Real Messenger has developed a real estate marketplace platform designed to enhance engagements between buyers and realtors and allow for a more curated selection of properties.
In its announcement materials, Real Messenger expected to generate about $300,000 in revenue in 2023 for an EBITDA loss of -$6.8 million. But, it projected it could get that up to $61.2 million in positive EBITDA from $110 million in revenue in 2025E.
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