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.
McKinley Acquisition Corporation (NASDAQ:MKLYU) has filed for a $150 million SPAC to hunt for an innovative target company with an experienced financial team that has dabbled in SPACs before. The new SPAC is offering investors one right to a 1/10 share in each unit with no overfunding of the trust, but it could provide a...
At the SPAC of Dawn The rain of SPACs has continued with four expected to make their debuts during today’s trading sessions after pricing their IPOs overnight. The largest of these, EQV Ventures II (NASDAQ:EVACU), even managed an upsize, making it the largest SPAC IPO since Ares II (NYSE:AACT) pulled together $450 million in 2023....
EQV Ventures II (NASDAQ:EVACU) announced the pricing of its upsized $420 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “EVACU”, Wednesday, July 2, 2025. The new SPAC plans to merge with an energy target involved in upstream exploration or production. EQV II’s management team is led by...
Vendome Acquisition Corporation I (NASDAQ:VNMEU) announced the pricing of its $200 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “VNMEU”, Wednesday, July 2, 2025. The new SPAC plans to focus its search on target business in the consumer sector operating in North America, Southeast Asia, and Europe....
Origin Investment Corp. I (NASDAQ:ORIQU) announced the pricing of its $60 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “ORIQU”, Wednesday, July 2, 2025. The new SPAC aims to mount a broad search for a target with a strong management and both revenue and earnings growth potential....