Real Messenger (RMSG) flags material control issues and remediation plan

Rhea-AI Filing Summary

Real Messenger Corporation filed Amendment No. 3 to its annual report to expand disclosures about its controls and procedures for the year ended March 31, 2025. The CEO and CFO concluded that as of March 31, 2025, disclosure controls and procedures were ineffective because of material weaknesses in internal control over financial reporting. These weaknesses include a lack of sufficient U.S. GAAP and SEC reporting expertise, the absence of a comprehensive U.S. GAAP accounting policies and procedures manual, and insufficient IT general controls over access, change management, and cyber security. The company is responding by adding experienced independent directors, engaging an external firm for SOX-related internal audit support, hiring more qualified accounting staff, providing ongoing training, and reviewing further governance enhancements. As a newly public, non-accelerated emerging growth company, it did not include a management assessment or auditor attestation report on internal control over financial reporting, and it states there were no changes in internal controls during the period that materially affected those controls.

Insights

Governance and Controls Analyst

Company discloses material control weaknesses but outlines remediation steps.

Real Messenger Corporation updated its annual report chiefly to expand discussion of disclosure controls and internal control over financial reporting. Management determined that disclosure controls were ineffective as of March 31, 2025 because of several material weaknesses, which raises concerns about the reliability and timeliness of past and future financial reporting.

The weaknesses center on three areas: limited personnel with appropriate U.S. GAAP and SEC reporting expertise, the lack of a comprehensive accounting policies and procedures manual, and gaps in IT general controls, including logical access, change management, and cyber security. These issues increase the risk of errors or omissions in the financial statements until they are fully remediated.

The company lists remediation actions such as appointing three independent director nominees with U.S. public company experience, engaging an external consulting firm for SOX-related internal audit functions, hiring additional qualified accounting staff, implementing ongoing U.S. GAAP training, and reviewing additional governance options. As a non-accelerated, emerging growth company, it is not yet providing a formal management assessment or auditor attestation on internal control over financial reporting in this report, so investors must rely on these narrative disclosures and future filings to track progress.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 3)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF

1934

Date of event requiring this shell company report ……………….

Commission File Number: 001-42413

REAL MESSENGER CORPORATION

(Exact name of Registrant as specified in its charter)

Not applicable		Cayman Islands
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

695 Town Center Drive, Suite 1200

Costa Mesa, CA 92626

(Address of Principal Executive Offices)

Mr. Kwai Hoi Ma (Thomas Ma)

695 Town Centre Drive, Suite 1200

Costa Mesa, CA 92626

Telephone: +1-657-408-8684

Email: IR@real.co

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share		RMSG		The Nasdaq Stock Market LLC
Warrants to purchase Class A Ordinary Shares		RMSGW		The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 4,821,281 Class A Ordinary Shares, 4,050,000 Class B Ordinary Shares and 6,546,254 warrants.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

EXPLANATORY NOTE

This Amendment No. 3 on Form 20-F/A (the “Amendment”) is being filed by Real Messenger Corporation (the “Company,” “we,” “our,” or “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2025, originally filed with the U.S. Securities Exchange Commission on July 31, 2025 (the “Original Filing”) and as amended by Amendment No. 1 on Form 20-F/A on August 19, 2025 and Amendment No. 2 on Form 20-F/A on January 16, 2026. The Company is filing this Amendment solely to include further disclosures in “Part II Item 15. Controls and Procedures” regarding the evaluation of the effectiveness of our disclosure controls and procedures.

The Amendment consists solely of the cover page, this explanatory note, Item 15, Item 19, and the signature page. The Amendment does not affect any other parts of, or any other exhibits to, the Original Filing, nor does it reflect events occurring after the date of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.

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ITEM 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 20-F. Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  

Based upon this evaluation, our chief executive officer and our chief financial officer have concluded that, as of March 31, 2025, our disclosure controls and procedures were ineffective. Such conclusion is due to the presence of material weakness in internal control over financial reporting as described below.

Internal Control over Financial Reporting

In connection with the preparation and external audit of our consolidated financial statements, we identified the following material weaknesses in our internal control over financial reporting as of and for the year ended March 31, 2025.

The material weaknesses identified relate to the following: (1) lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address certain accounting issues, and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements; (2) lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP; and (3) lack of sufficient controls designed and implemented in IT environment and IT general control activities, which are mainly associated with areas of logical access management, change management, and cyber security management.

To remediate our identified material weaknesses, we have implemented and plan to implement several measures to strengthen our internal control over financial reporting, including: (i) appointing three independent director nominees who have extensive U.S. public company experience to serve on our board of directors, (ii) establishing appropriate internal audit functions by engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley Act (SOX) compliance requirements and improvement of overall internal controls, (iii) hiring additional qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen our financial reporting function and to establish and maintain an appropriate financial and system control framework, (iv) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, and (v) review of additional options to strengthen corporate governance.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. See “Item 3. KEY INFORMATION — D. Risk Factors — Risks Relating to the Group’s Business and Industry — We have identified material weaknesses in our internal control over financial reporting. These material weaknesses could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.”

(b) Management’s annual report on internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting at the Company. The Company’s internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

	●	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report on Form 20-F does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

(c) Attestation Report of the Registered Public Accounting Firm

This annual report on Form 20-F does not include an attestation report of the Company’s registered public accounting firm as we are a non-accelerated filer and an “emerging growth company” as defined under the JOBS Act.

(d) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 19. EXHIBITS

Exhibit No.		Description
2.1**		Agreement and Plan of Merger dated March 27, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on March 28, 2023).
2.2**		Joinder Agreement to the Merger Agreement, dated as of June 29, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on June 30, 2023)
2.3**		Amendment No. 1 to the Merger Agreement, dated as of August 15, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 17, 2023)
2.4**		Amendment No. 2 to the Merger Agreement, dated as of October 27, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 30, 2023)
2.5**		Amendment No. 3 to the Merger Agreement, dated as of March 7, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on March 8, 2024)
2.6**		Amendment No. 4 to the Merger Agreement, dated as of May 29, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on May 29, 2024)
2.7**		Amendment No. 5 to the Merger Agreement, dated as of July 17, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 18, 2024)
2.8**		Amendment No. 6 to the Merger Agreement, dated as of August 13, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 13, 2024)
2.9**		Description of Securities registered under Section 12 of the Exchange Act
3.1**		Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 20-F (File No. 001-42413), filed with the SEC on November 25, 2024).
8.1**		List of Principal Subsidiaries
10.1**		Consulting Agreement with Nova Vision Capital Limited dated January 14, 2025
12.1*		CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*		CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1*		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2*		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1**		Clawback Policy
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Previously Filed with the Original Filing

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

	REAL MESSENGER CORPORATION
January 27, 2026	By:	/s/ Kwai Hoi Ma
	Name:	Kwai Hoi Ma
	Title:	Chief Executive Officer and Chairman of the Board of Directors

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FAQ

What is the purpose of Real Messenger (RMSG) Amendment No. 3 to its Form 20-F?

The amendment is filed solely to provide further disclosures in Item 15. Controls and Procedures, focusing on the evaluation of the effectiveness of disclosure controls and procedures, and does not change other parts of the original annual report.

What did Real Messenger conclude about its disclosure controls as of March 31, 2025?

The CEO and CFO evaluated disclosure controls and procedures as of March 31, 2025 and concluded they were ineffective due to material weaknesses in internal control over financial reporting.

What material weaknesses in internal control over financial reporting did Real Messenger identify?

The company identified three main material weaknesses: (1) a lack of sufficient financial reporting and accounting personnel with U.S. GAAP and SEC reporting expertise, (2) a lack of a comprehensive U.S. GAAP accounting policies and procedures manual, and (3) insufficient IT general controls in areas such as logical access management, change management, and cyber security management.

How is Real Messenger planning to remediate the identified material weaknesses?

Planned and implemented measures include appointing three independent director nominees with U.S. public company experience, establishing internal audit functions via an external consulting firm for SOX compliance and control improvement, hiring additional qualified accounting personnel, implementing ongoing U.S. GAAP and financial reporting training, and reviewing options to strengthen corporate governance.

Did Real Messenger report any changes in internal control over financial reporting during the year?

The company states there were no changes in internal control over financial reporting during the period covered by the annual report that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Why does the Real Messenger 20-F not include a management assessment or auditor attestation on internal controls?

The report explains that it does not include a management assessment of internal control over financial reporting due to a transition period for newly public companies, and it does not include an attestation report from the registered public accounting firm because Real Messenger is a non-accelerated filer and an emerging growth company under the JOBS Act.