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Real Messenger Corp (RMSG) announced that its board approved a share repurchase program authorizing the company to buy back up to US$2.0 million of its Class A ordinary shares over a two-year period following the August 20, 2026 authorization. Repurchases may be executed through Rule 10b5-1 trading plans, open market purchases, privately negotiated transactions, or other permissible methods in compliance with U.S. securities laws, including Rule 10b-18.
The program will be funded with the company’s cash on hand and any future cash generated from operations. Management will determine the timing, number, and value of shares repurchased based on factors such as share price, market and economic conditions, financial results, liquidity, and other considerations. The program does not obligate Real Messenger to repurchase any specific amount and may be suspended, discontinued, or modified at any time with further board approval.
Real Messenger describes the repurchase authorization as reflecting board and management confidence in its business model and long-term strategy. The company operates a real estate technology social platform, founded in 2022 and headquartered in Costa Mesa, CA, with over 1 million users across 35 countries, primarily in the U.S.
Real Messenger Corporation is a Cayman Islands holding company building a proptech-driven real estate platform, operating mainly through subsidiaries in Hong Kong and the United States. It completed a business combination with Nova Vision Acquisition Corp. in November 2024 and its shares and warrants trade on Nasdaq. As of March 31, 2026, it had 4,755,277 Class A Ordinary Shares, 5,887,680 Class B Ordinary Shares and 6,546,254 warrants outstanding. The business is early-stage, has an untested model centered on acquiring revenue-generating brokerages and complementary technology companies, and reported only US$29,472 in advisory and consultancy revenue through a Hong Kong subsidiary for the year ended March 31, 2026.
Disclosed risks emphasize limited operating history, dependence on raising capital to fund acquisitions, intense competition in SaaS and brokerage markets, heavy reliance on key personnel including CEO Thomas Ma, cybersecurity, data-privacy and AI-related risks, and sensitivity to structural weakness in U.S. housing and mortgage markets and evolving antitrust outcomes. Management reports multiple material weaknesses in internal control over financial reporting and notes that key personnel and development operations in Hong Kong expose the group to changing PRC and Hong Kong legal and regulatory frameworks.
Real Messenger Corporation reported that Nasdaq notified it on July 22, 2026 that its class A ordinary shares failed to meet the $1.00 per share minimum closing bid requirement under Nasdaq Listing Rule 5550(a)(2) after trading below that level for 30 consecutive business days from June 8 to July 21, 2026. The notice does not immediately affect trading.
Under Nasdaq Listing Rule 5810(c)(3)(A), Real Messenger has 180 calendar days, until January 19, 2027, to regain compliance by achieving a closing bid of at least $1.00 for 10 consecutive business days. The company may qualify for an additional 180-day period if it meets other listing standards and notifies Nasdaq of plans to cure the deficiency, potentially through a reverse stock split. Real Messenger is monitoring its share price and evaluating options but warns there is no assurance it will regain or maintain compliance.
Alta Partners LLC reported beneficial ownership of Real Messenger Corp Class A ordinary shares. Alta holds 1,153,324 Class A ordinary shares as of June 30, 2026, consisting of 195,886 existing shares and 957,438 shares issuable upon exercise of warrants. This represents approximately 6.492% of the Class A ordinary shares outstanding, with sole voting and dispositive power over all reported shares.
Real Messenger Corporation reports that it believes it has regained compliance with Nasdaq’s minimum stockholders’ equity requirement of $2,500,000 for continued listing. The company had previously reported stockholders’ equity of $1,110,873, which triggered a Nasdaq deficiency notice.
To address this, Real Messenger completed a best-efforts public offering of 5,714,284 units at US$0.70 per unit. The transaction generated approximately US$4.0 million in gross proceeds and about US$3.5 million in net proceeds, which increased stockholders’ equity above the required threshold. Nasdaq granted the company an extension through October 3, 2026 to evidence continued compliance. Nasdaq will keep monitoring the equity level, and the company may face delisting if future filings do not show ongoing compliance.
Real Messenger Corporation completed a US$4.0 million public unit offering to raise growth capital. The company sold 5,714,284 units at US$0.70 per unit on a best-efforts basis, with each unit including either one Class A ordinary share or a pre-funded warrant plus a common warrant.
Each common warrant is immediately exercisable at US$0.70 and expires five years after issuance, while placement agent Maxim Group LLC receives a 6.5% cash fee, up to US$80,000 of expenses and warrants for 171,428 shares at US$0.70. Directors, officers and major shareholders agreed to six‑month lock-ups, and the company plans to use net proceeds for potential mergers and acquisitions, working capital and general corporate purposes.
Real Messenger Corporation is offering on a best efforts basis up to 5,714,284 Units at $0.70 per Unit. Each Unit consists of one Class A Ordinary Share (or one Pre-Funded Warrant in lieu of a share) and one Common Warrant exercisable at $0.70 for five years. The offering includes Placement Agent Warrants equal to 3.0% of Class A Ordinary Shares sold and contains a 4.99% beneficial ownership cap (electable to 9.99%) on Pre-Funded Warrant exercises. Proceeds are intended primarily for potential mergers and acquisitions, with remaining use for working capital and general corporate purposes; this is a best-efforts, single-closing offering.
Kwai Hoi MA and Bloomington DH Holdings Limited filed Amendment No. 2 to their Schedule 13D on Real Messenger Corp, updating their ownership and voting position. Kwai Hoi MA now beneficially owns 7,667,555 Ordinary Shares, representing 97.71% of the class as of June 1, 2026.
Bloomington DH Holdings Limited holds 6,267,555 Ordinary Shares, or 79.24% of the class. A March 25, 2026 Subscription Agreement added 1,837,680 Class B Ordinary Shares at US$0.5912 per share for US$1,086,438.46. Shareholders approved a “Class Rights Variation” so each Class B share now carries twenty-five votes versus one vote for each Class A share.
On May 19, 2026, 450,000 Class B Holdback Shares were released from escrow, including 330,000 for Bloomington DH Holdings Limited and 120,000 for Edinburgh DH Holdings Limited. After the Class Rights Variation and holdback release, Kwai Hoi MA’s voting power increased from 94.15% to 97.71%, and Bloomington DH Holdings Limited’s from 76.95% to 79.24%.
Real Messenger Corporation files a preliminary Form F-1 to register up to 6,802,721 Units, each Unit comprised of one Class A Ordinary Share (or one Pre-Funded Warrant in lieu thereof) and one Common Warrant, at an assumed public offering price of $1.47 per Unit. The offering contemplates up to 204,081 Placement Agent Warrants and registers underlying Class A Ordinary Shares issuable upon exercise. Prior to the offering the company had 4,755,277 Class A Ordinary Shares outstanding and expects 11,557,998 Class A Ordinary Shares outstanding immediately after the offering (assuming issuance as described). The Pre-Funded Warrants carry a remaining exercise price of $0.0001 per share and the Common Warrants have an initial exercise price of $1.47 per share and five-year terms. The prospectus discloses material risks including limited operating history, PRC/Hong Kong regulatory uncertainty, Nasdaq listing compliance notices, and governance concentration through Class B voting rights.