UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

August 1327, 2024

Date of Report (Date of earliest event reported)

Nova Vision Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands

001-40713

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2 Havelock Road #07-12

Singapore

059763

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +65 87183000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share, par value $0.0001 per share, one Redeemable Warrant entitling the holder to purchase one half of an Ordinary Share, and one Right entitling the holder to receive one-tenth of an Ordinary Share	NOVVU	NASDAQ Capital Market
Ordinary Shares	NOVV	NASDAQ Capital Market
Warrants	NOVVW	NASDAQ Capital Market
Rights	~~NOVVR~~NOVVW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material ~~definitive~~Definitive Agreement.

~~Amendment~~The todisclosure ~~the~~contained ~~Agreement~~in ~~and~~Item ~~Plan~~2.03 ofis ~~Merger~~incorporated by reference in this Item 1.01

AsItem ~~previously disclosed, on March 27, 2023, Nova Vision Acquisition Corp~~2.,03 aCreation ~~British Virgin Islands business company (“NOVA” or “Parent”), entered into that certain Agreement and Plan~~ of ~~Merger (the “Merger Agreement”), by and between NOVA and Real Messenger Holdings Limited,~~ a ~~Cayman~~Direct ~~Islands~~Financial ~~exempted~~Obligation ~~company~~or ~~(the~~an ~~“Company”).~~Obligation Onunder ~~June 29,~~an ~~2023,~~Off-Balance ~~Real~~Sheet ~~Messenger~~Arrangement ~~Corporation, a Cayman Islands exempted company wholly owned subsidiary~~ of ~~Parent (“Purchaser”), RM2 Limited,~~ a Cayman Islands exempted company and a wholly owned subsidiary of Purchaser (“Merger Sub”), Nova and the Company executed that certain Joinder Agreement to the Merger Agreement (the “Joinder Agreement”), whereby each of Purchaser and Merger Sub has agreed, effective upon execution, that it shall become a party to the Merger Agreement and shall be fully bound by, and subject to, all of the covenants, terms, representations, warranties, rights, obligations and conditions of the Merger Agreement as though an original party theretoRegistrant. On August 15, 2023, October 27, 2023, March 7, 2024 May 29, 2024 and July 17, 2024, respectively, the parties to the Merger Agreement, including Purchaser and Merger Sub, entered into an Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, respectively, to the Merger Agreement.

On August 1327, 2024, ~~the~~Nova ~~parties~~Vision ~~entered~~Acquisition ~~into~~Corp. (the “Company”) issued an ~~Amendment~~unsecured ~~No.~~promissory 6note toin the ~~Merger~~aggregate ~~Agreement~~principal amount of $60,000 (the “~~Amendment~~Note”) ~~No.~~to 6Nova Pulsar Holdings Limited, the Company’s initial public offering sponsor (“Sponsor”)~~. Pursuant~~ in exchange for Sponsor providing such amount to the ~~Amendment~~Company Noas the Company’s working capital. 6,The ~~among~~Note ~~other~~does ~~things,~~not ~~the~~bear ~~parties~~interest and ~~clarified~~matures upon the ~~breakdown~~closing of a business combination by the ~~Merger~~Company. ~~Consideration~~In ~~being~~addition, ~~paid~~the atNote may be converted by the ~~closing~~holder into units of the ~~business~~Company ~~combination~~identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.

IMPORTANT NOTICES

Important Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act ~~of 1933~~ and the ~~Securities~~ Exchange Act ~~of 1934,~~ both as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

~~Such~~The ~~risks~~forward-looking ~~and~~statements ~~uncertainties include, but~~ are ~~not~~based ~~limited~~on ~~to: (i) risks related to~~ the ~~expected~~current ~~timing~~expectations ~~and likelihood~~ of ~~completion of~~ the ~~pending~~ ~~transaction,~~management ~~including~~of ~~the~~Nova ~~risk~~Vision ~~that~~Acquisition ~~the~~Corp. ~~transaction~~(“Nova ~~may~~Vision”) and ~~not~~Real ~~close~~Messenger ~~due~~Corporation, toa ~~one~~Cayman orIslands ~~more~~exempted ~~closing~~company ~~conditions~~(“Real ~~to the transaction not being satisfied or waived~~Messenger”), ~~such~~ as ~~regulatory approvals not being obtained~~applicable, onand aare ~~timely~~inherently ~~basis~~subject to oruncertainties ~~otherwise,~~and orchanges ~~that~~in acircumstances ~~governmental~~and ~~entity prohibited,~~their ~~delayed~~potential oreffects ~~refused~~and tospeak ~~grant~~only ~~approval~~as ~~for~~of the ~~consummation~~date of ~~the~~such ~~transaction~~statement. orThere ~~required certain conditions, limitations~~can orbe ~~restrictions~~no inassurance ~~connection~~that ~~with~~future ~~such~~developments ~~approvals;~~will ~~(ii)~~be ~~risks~~those ~~related~~that tohave ~~the~~been ~~ability~~anticipated. ofThese ~~NOVA~~forward-looking ~~and~~statements ~~the~~involve ~~Company~~a ~~to successfully integrate~~number ~~the businesses; (iii) the occurrence~~ of ~~any event~~risks, ~~change~~uncertainties or other ~~circumstances~~assumptions that ~~could~~may ~~give~~cause ~~rise~~actual toresults ~~the~~or ~~termination~~performance ofto ~~the applicable transaction agreements; (iv) the risk that there may~~ be amaterially ~~material~~different ~~adverse~~from ~~change~~those ~~with respect to the financial position, performance,~~expressed ~~operations~~ or ~~prospects~~implied ofby ~~the~~these ~~NOVA~~forward-looking orstatements ~~the~~including: ~~Company; (v)~~ risks related to ~~disruption~~Real ofMessenger’s ~~management~~businesses ~~time~~and ~~from~~strategies; ~~ongoing~~the ~~business operations~~ability ~~due~~ to complete the proposed ~~transaction;~~business ~~(vi)~~combination ~~the~~due ~~risk that any announcements relating~~ to the ~~proposed~~failure ~~transaction~~to ~~could~~obtain ~~have~~approval ~~adverse~~from ~~effects on~~Nova ~~the market price of NOVA~~Vision’s ~~securities;~~shareholders ~~(vii)~~or ~~the~~satisfy other ~~risk~~closing ~~that~~conditions in the ~~proposed~~definitive ~~transaction~~merger ~~and~~agreement; ~~its announcement could have an adverse effect on~~ the ~~ability~~amount of ~~the~~any ~~Company~~redemptions toby ~~retain~~existing ~~dealers~~holders ~~and~~of ~~retain~~Nova ~~and hire key personnel and maintain relationships with their dealers~~Vision’s ~~and~~ordinary ~~product users and on their operating results and businesses generally~~shares; ~~(viii)~~ the ~~risk~~ability ~~that the combined company may be unable~~ to ~~achieve~~ ~~cost-cutting~~recognize ~~synergies~~the oranticipated itbenefits ~~may take longer than expected to achieve those synergies; and (ix) risks associated with the financing~~ of the ~~proposed~~business ~~transaction.~~combination; Aother ~~further list and description of~~ risks and uncertainties ~~can~~included under ~~be found in~~ the ~~Prospectus~~header ~~dated~~“Risk ~~August~~Factors” ~~5, 2021 relating to NOVA’s initial public offering and~~ in the ~~Registration~~registration ~~Statement and proxy~~ statement ~~that~~on ~~has~~Form ~~been~~S-4, filed ~~with the SEC~~ by ~~Purchaser~~Nova inVision ~~connection~~ with the ~~proposed~~SEC; ~~transactions,~~ and ~~other~~in ~~documents~~Nova Vision’s ~~that~~other ~~the~~filings ~~parties may file or furnish~~ with the ~~SEC,~~ ~~which you are encouraged to read~~SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and ~~NOVA~~Nova Vision, ~~the~~Real ~~Company~~Messenger and their subsidiaries undertake no obligation to update forward-looking statements to ~~reflect~~ reflect events or circumstances after the date they were made except as required by law or applicable regulation.

~~Additional~~Important Information ~~and~~for ~~Where~~Investors toand ~~Find It~~Stockholders

InThis ~~connection~~document ~~with~~relates ~~the~~to a proposed transaction ~~described~~between ~~herein,~~Nova ~~NOVA~~Vision and ~~and/or~~Real ~~its~~Messenger. ~~subsidiary~~This ~~will~~document ~~file~~does ~~relevant~~not ~~materials~~constitute ~~with~~an ~~the~~offer ~~Securities~~to ~~and~~sell ~~Exchange~~or ~~Commission~~exchange, (or the ~~“SEC”),~~solicitation ~~including~~of ~~the~~an ~~Registration~~offer ~~Statement~~to onbuy ~~Form~~or ~~F-4~~exchange, ~~and~~any asecurities, ~~proxy~~nor ~~statement~~will ~~(the~~there ~~“Registration Statement”).~~be ~~The~~any ~~proxy~~sale ~~statement~~of ~~and~~securities ain ~~proxy~~any ~~card~~jurisdiction in ~~will~~which besuch ~~mailed~~offer, tosale ~~shareholders~~or asexchange ofwould abe ~~record~~unlawful ~~date~~prior to beregistration ~~established~~or ~~for voting~~qualification atunder the ~~stockholders’~~securities ~~meeting~~laws of ~~NOVA~~any ~~shareholders~~such jurisdiction. ~~relating~~Real toMessenger ~~the~~filed ~~proposed~~a ~~transactions.~~registration ~~Shareholders~~statement ~~will~~on ~~also~~Form beS-4 ~~able to~~with ~~obtain~~the SEC, which included a ~~copy~~document ofthat ~~the~~serves ~~Registration~~as ~~Statement~~a prospectus and proxy statement ~~without~~of ~~charge~~Nova ~~from~~Vision, ~~NOVA.~~referred ~~The~~to ~~Registration~~as ~~Statement~~a ~~and~~ proxy statement~~, once~~/prospectus. ~~available,~~A ~~may~~proxy ~~also~~statement/prospectus bewas ~~obtained~~sent ~~without~~to ~~charge~~all atof ~~the SEC~~Nova Vision’s ~~website~~shareholders aton ~~www~~or about August 22, 2024.~~sec.gov~~ orNova byVision ~~writing~~will toalso ~~NOVA~~file atother 2documents ~~Havelock~~regarding ~~Road~~the proposed transaction ~~#07-12,~~with ~~Singapore~~the SEC. ~~INVESTORS~~Before ~~AND~~making ~~SECURITY~~any ~~HOLDERS~~voting OFdecision, ~~NOVA~~investors ~~ARE~~and ~~URGED~~security TOholders ~~READ~~of ~~THESE~~Nova ~~MATERIALS~~Vision ~~(INCLUDING~~are ~~ANY~~urged ~~AMENDMENTS~~to ORread ~~SUPPLEMENTS~~the registration statement ~~THERETO)~~on ~~AND~~Form ~~ANY~~S-4, ~~OTHER~~the ~~RELEVANT~~proxy ~~DOCUMENTS~~statement/prospectus INand ~~CONNECTION~~all ~~WITH~~other ~~THE~~relevant ~~TRANSACTIONS~~documents ~~THAT~~filed ~~NOVA~~or ~~WILL~~that ~~FILE~~will ~~WITH~~be ~~THE~~filed ~~SEC~~with ~~WHEN~~the ~~THEY~~SEC ~~BECOME~~in ~~AVAILABLE~~connection with ~~BECAUSE~~the ~~THEY~~proposed ~~WILL~~transaction ~~CONTAIN~~as ~~IMPORTANT~~they ~~INFORMATION~~become ~~ABOUT~~available ~~NOVA,~~because ~~THE~~they ~~COMPANY~~will ~~AND~~contain ~~THE~~important ~~TRANSACTIONS~~information ~~DESCRIBED~~about ~~HEREIN~~the proposed transaction.

~~Participants~~Shareholders inwill ~~Solicitation~~also be able to obtain a copy of the Form S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Nova Vision Acquisition Corp., at 2 Havelock Road #07-12 Singapore 059763. Investors and security holders will also be able to obtain free copies of the registration statement on Form S-4, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Nova Vision through the website maintained by the SEC at www.sec.gov. INVESTORS AND SECURITY HOLDERS OF NOVA VISION ACQUISITION CORP. ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT NOVA VISION ACQUISITION CORP. WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NOVA VISION ACQUISITION CORP., REAL MESSENGER AND THE TRANSACTIONS.

~~NOVA,~~Participants ~~the Company and certain shareholders of NOVA, and their respective directors, executive officers and employees and other persons may be deemed to be participants~~ in the solicitation of proxies from the holders of NOVA ordinary shares stock in respect of the proposed transaction. Information about NOVA’s directors and executive officers and their ownership of NOVA ordinary shares is set forth in the Registration Statement filed by the Purchaser with the SEC. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.Solicitation

Nova Vision and its directors and executive officers may be deemed participants in the solicitation of proxies from Nova Vision’s shareholders with respect to the business combination. Information about Nova Vision’s directors and executive officers and a description of their interests in Nova Vision is included in the proxy statement/prospectus for the proposed transaction and be available at the SEC’s website (www.sec.gov). Additional information regarding the interests of such participants is contained in the proxy statement/prospectus for the proposed transaction.

Real Messenger and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the shareholders of Nova Vision in connection with the proposed business combination. Information about Real Messenger’s directors and executive officers and information regarding their interests in the proposed transaction is included in the proxy statement/prospectus for the proposed transaction.

No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ~~NOVA~~Nova Vision or ~~the~~Real ~~Company~~Messenger, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities ~~Act~~ Act of 1933, as amended, or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

EXHIBIT NO.		DESCRIPTION
Exhibit No.		Description
10.1		~~Amendment~~Promissory ~~No.~~Note ~~6 to the Merger Agreement~~ dated August 1327, 2024 by and among Nova Vision Acquisition Corp, Real Messenger Corporation, RM2 Limited and Real Messenger Holdings Limited*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 13, 2024

Dated: August 27, 2024	NOVA VISION ACQUISITION CORP.

	By:	/s/ Eric Ping Hang Wong
	Name:	Eric Ping Hang Wong
	Title:	Chief Executive Officer

NOVA VISION ACQUISITION CORP. By: /s/ Eric Ping Hang Wong Name: Eric Ping Hang Wong Title: Chief Executive Officer

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