Real Messenger boosts Class B voting power, re-elects board

Real Messenger Corporation reported results of its Class A Meeting and 2026 Annual Meeting.

Rhea-AI Filing Summary

Real Messenger Corporation reported results of its Class A Meeting and 2026 Annual Meeting. Class A shareholders approved increasing the voting rights of each Class B Ordinary Share from ten to twenty-five votes, subject to Class B class consent.

At the Annual Meeting, shareholders re-elected four directors, approved Marcum Asia CPAs LLP as auditor for the year ending March 31, 2026, and passed a special resolution to adopt a second amended and restated memorandum and articles of association tied to the Class B voting-rights change. Shareholders also approved a proposal allowing the meeting to be adjourned if more time is needed to gather votes on key items.

Positive

• None.

Negative

• Concentration of voting power: Increasing Class B Ordinary Share voting rights from ten to twenty-five votes per share, once fully effective, will significantly strengthen the control of Class B holders relative to other shareholders.

Insights

Corporate governance analyst

Shareholders backed directors and a significant Class B voting-power increase.

The meetings show broad support for the existing board and auditor, with all resolutions passing on very similar vote counts. The re-election of four directors and ratification of Marcum Asia CPAs LLP suggest continuity in oversight and financial reporting.

The most consequential item is the move to raise Class B Ordinary Share voting rights from ten to twenty-five votes per share, conditional on required class consents and the Class Rights Variation taking effect. This concentrates voting power with Class B holders, which can entrench control even without a proportional economic stake, so future governance dynamics will largely reflect the interests of that class.

Key Figures

Class A votes for Class B increase: 3,483,392 votes Class A votes against Class B increase: 750 votes Director elections support: 48,483,399 votes for each +3 more

6 metrics

Class A votes for Class B increase 3,483,392 votes Class A Meeting approval to raise Class B voting rights

Class A votes against Class B increase 750 votes Class A Meeting opposition to Class B voting change

Director elections support 48,483,399 votes for each Votes for four director nominees at Annual Meeting

Director votes withheld 16 votes Withheld votes for each director nominee

Auditor ratification support 48,483,399 votes for Approval of Marcum Asia CPAs LLP as auditor

Class B voting rights change 10 to 25 votes per share Increase in voting power for each Class B Ordinary Share

Key Terms

ordinary resolution, special resolution, Class Rights Variation, second amended and restated memorandum and articles of association, +1 more

5 terms

ordinary resolution regulatory

"To approve as an ordinary resolution: to re-elect the following persons as Directors"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

special resolution regulatory

"To approve as a special resolution: subject to the separate class consents"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

Class Rights Variation regulatory

"on the proposed variation of class rights that the voting rights attached to each Class B Ordinary Share be increased"

second amended and restated memorandum and articles of association regulatory

"the second amended and restated memorandum and articles of association of the Company, in the substantial form attached as Appendix 1"

adjourn the annual general meeting regulatory

"that the chairman of the annual general meeting be directed to adjourn the annual general meeting to a later date or dates"

FAQ

What did Real Messenger Corporation (RMSG) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all four proposals, including re-electing four directors, ratifying Marcum Asia CPAs LLP as auditor for the year ending March 31, 2026, adopting updated governing documents tied to a Class B voting change, and authorizing potential adjournment to solicit additional proxies if needed.

How are Real Messenger Corporation’s Class B Ordinary Share voting rights changing?

Shareholders approved increasing voting rights for each Class B Ordinary Share from ten to twenty-five votes on all matters at general meetings. This change is subject to required separate class consents and the effectiveness of the Class Rights Variation and amended memorandum and articles of association.

Which directors were re-elected at Real Messenger Corporation’s 2026 Annual Meeting?

Shareholders re-elected Kwai Hoi Ma, Felix Tak Shing Ko, Wai Keung David Chung, and Chun Fung Horace Ma as directors. Each nominee received 48,483,399 votes in favor and 16 votes withheld, and they will serve until the next annual general meeting or until successors are duly appointed.

Who will audit Real Messenger Corporation’s financials for the year ending March 31, 2026?

Marcum Asia CPAs LLP was ratified, confirmed, and approved as auditor for the fiscal year ending March 31, 2026. Shareholders also authorized the Company’s Audit Committee to fix the auditor’s remuneration, consolidating oversight of both selection and compensation with that committee.

What is the Class Rights Variation referenced by Real Messenger Corporation?

The Class Rights Variation is a proposed change to class rights so each Class B Ordinary Share carries twenty-five votes instead of ten. The special resolution also adopts a second amended and restated memorandum and articles of association once this variation becomes effective, aligning governing documents with the new structure.

Why did Real Messenger Corporation include an adjournment proposal at the Annual Meeting?

Shareholders approved directing the meeting chairman to adjourn the Annual Meeting if necessary to solicit further proxies when votes are insufficient to approve proposals 1–3. This provides flexibility to extend the voting process rather than failing key resolutions due to limited participation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/06/2026 - 06:03 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number 001-42413

REAL MESSENGER CORPORATION

695 Town Center Drive, Suite 1200

Costa Mesa, CA 92626

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Information Contained in this Form 6-K Report

Submission of Matters to a Vote of Security Holders.

On May 5, 2026, Real Messenger Corporation (the “Company”) held the Company’s Class Meeting of the holders of its Class A Ordinary Shares (the “Class A Meeting”) and 2026 Annual Meeting of Shareholders (the “Annual Meeting”).

Class A Meeting

One item of business was acted upon by the Company’s Class A shareholders at the Class A Meeting, which was approved by the Class A shareholders. The voting result was as follows:

Proposal. Subject to the class consent from the holders of the Class B ordinary share of a par value of US$0.0001 each of the Company (“Class B Ordinary Shares”), the voting rights attached to each Class B Ordinary Share be increased from ten (10) votes to twenty-five (25) votes on all matters subject to vote at general meetings of the Company, with immediate effect.

For		Against		Abstain
3,483,392		750		0

Annual Meeting

Four items of business were acted upon by the Company’s shareholders at the Annual Meeting, each of which was approved by the shareholders. The voting results were as follows:

Proposal No. 1. To approve as an ordinary resolution: to re-elect the following persons as Directors of the Company until the next annual general meeting or when their respective successors have been duly appointed.

Nominee		For		Withheld
Kwai Hoi Ma		48,483,399		16
Felix Tak Shing Ko		48,483,399		16
Wai Keung David Chung		48,483,399		16
Chun Fung Horace Ma		48,483,399		16

Proposal No. 2. To approve as an ordinary resolution: to ratify, confirm, and approve the appointment of Marcum Asia CPAs LLP as auditor of the Company for the fiscal year ending March 31, 2026, and to authorize the Audit Committee of the board of directors of the Company to fix the remuneration of the auditor.

For		Against		Abstain
48,483,399		16		0

Proposal No. 3. To approve as a special resolution: subject to the separate class consents from both the holders of Class A Ordinary Shares and Class B Ordinary Shares on the proposed variation of class rights that the voting rights attached to each Class B Ordinary Share be increased from ten (10) votes to twenty-five (25) votes on all matters subject to vote at general meetings of the Company (the “Class Rights Variation”), the second amended and restated memorandum and articles of association of the Company, in the substantial form attached as Appendix 1 to the meeting’s proxy notice and statement, be adopted in its entirety and in substitution for and to the exclusion of the current memorandum and articles of association of the Company with effect upon the effectiveness of the Class Rights Variation.

For		Against		Abstain
48,483,399		16		0

Proposal No. 4. To approve as an ordinary resolution: that the chairman of the annual general meeting be directed to adjourn the annual general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1-3.

For		Against		Abstain
48,483,399		16		0

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SIGNATURE

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: May 6, 2026

	REAL MESSENGER CORPORATION
	By:	/s/ Thomas Ma
	Name:	Thomas Ma
	Title:	Chief Executive Officer

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