Real Messenger adopts Cayman governance exemption
Real Messenger Corporation has disclosed that, as a foreign private issuer, it will follow Cayman Islands governance practices instead of certain Nasdaq shareholder-approval rules.
Rhea-AI Filing Summary
Real Messenger Corporation has disclosed that, as a foreign private issuer, it will follow Cayman Islands governance practices instead of certain Nasdaq shareholder-approval rules. The company has elected a home country rule exemption from Nasdaq Rule 5635(a), (b), (c) and (d), which normally require shareholder approval for specific dilutive share issuances, change-of-control transactions, and equity compensation plans.
The company’s Cayman counsel, Ogier, confirmed that Cayman law and the company’s amended and restated memorandum and articles of association do not require compliance with these Nasdaq shareholder-approval provisions. Apart from this exemption, the company states its corporate governance practices do not materially differ from those of U.S. domestic Nasdaq-listed companies.
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- Real Messenger’s election to follow Cayman home country practice for Nasdaq Rule 5635(a)–(d) allows potentially significant, dilutive or control-shifting equity issuances and equity compensation plans to be approved without shareholder votes that would typically be required for U.S. domestic Nasdaq issuers.
Insights
Real Messenger is opting out of key Nasdaq shareholder approval rules using Cayman home country practice.
Real Messenger Corporation has elected to follow Cayman Islands practices instead of Nasdaq Rule 5635(a)–(d). These Nasdaq provisions would otherwise require shareholder approval for acquisitive share issuances, change-of-control issuances, equity compensation plans, and certain 20% or greater private issuances below a defined minimum price.
This shift increases board flexibility to approve potentially dilutive or control-shifting transactions without a shareholder vote, as long as Cayman law and the company’s memorandum and articles permit them. Cayman counsel Ogier confirms there is no Cayman or constitutional requirement to obtain such approvals beyond what Nasdaq rules specify.
For investors, this means future acquisitions, equity incentives, or large private placements could proceed without the shareholder approval process U.S. investors often expect on Nasdaq. The company notes that, aside from this home country exemption, its governance practices are not materially different from those of U.S. domestic issuers.
FAQ
What governance change did Real Messenger Corporation (RMSG) disclose in this 6-K?
How does Cayman Islands law affect Real Messenger’s (RMSG) Nasdaq governance exemptions?
Does Real Messenger (RMSG) say its governance otherwise matches U.S. Nasdaq issuers?
What is the significance of Nasdaq Rule 5635(d) for Real Messenger (RMSG) investors?
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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 March 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 ☐
When used in this Form 6-K, unless otherwise indicated, the terms the “Company,” “we,” “us” and “our” refer to Real Messenger Corporation and its subsidiaries.
Application of Home Country Practice Rules
This current report on Form 6-K is being filed to disclose the home country rule exemption of the Company that it has elected to follow.
As a foreign private issuer, we are permitted, in lieu of certain requirements of the Nasdaq Stock Market Rules (the “Nasdaq Rules”) and subject to certain exceptions, to follow the practices of our home country, which for the purpose of such rules is the Cayman Islands, pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3).
We elected to be exempt from the requirements as follows:
| (i) | Nasdaq Rule 5635(a), pursuant to which shareholder approval is required prior to an issuance of securities of the company in connection with the acquisition of the stock or assets of another company; | |
| (ii) | Nasdaq Rule 5635(b), pursuant to which shareholder approval is required prior to an issuance of securities of the company that will result in a change of control of the company; | |
| (iii) | Nasdaq Rule 5635(c), pursuant to which shareholder approval is required prior to an issuance of securities of the company in connection with equity-based compensation of officers, directors, employees or consultants; and | |
| (iv) | Nasdaq Rule 5635(d), pursuant to which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price that is less than the minimum price defined therein. |
Our Cayman Islands counsel, Ogier, has provided a letter, as required by The Nasdaq Stock Market, certifying that, under Cayman Islands law and our amended and restated memorandum and articles of association, we are not prohibited from adopting the governance practice as discussed above. A copy of the home country rule exemption letter from the Company’s Cayman Islands counsel is attached hereto as Exhibit 99.1.
Except for the foregoing, there is no material differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Home Country Exemption Letter |
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: March 30, 2026
| By: | /s/ Thomas Ma | |
| Name: | Thomas Ma | |
| Title: | Chief Executive Officer |
Exhibit 99.1
| The Nasdaq Stock Market, Inc. | D: | +852 3656 6054 |
| Listing Qualifications | E: | nathan.powell@ogier.com |
| 9600 Blackwell Road | D: | +852 3656 6061 |
| Rockville, MD 20850 | E: | florence.chan@ogier.com |
| United States of America |
| Reference: FYC/AGC/513120.00001 |
30 March 2026
Dear Sirs and/or Madams
We act as Cayman Islands counsel to Real Messenger Corporation, an exempted company incorporated under the laws of the Cayman Islands (the “Company”).
The Company has advised us that the board of directors of the Company has approved on 16 March 2026 that it may follow its Cayman Islands practices in lieu of rule 5635 of the Nasdaq Stock Market LLC Rules (the Rule), pursuant to which each Nasdaq-listing company shall obtain shareholder approval for certain dilutive events, such as (a) certain acquisition of stock or assets of another company; (b) an issuance of shares that will result in a change of control of the company; (c) the establishment or amendment of certain equity based compensation plans and arrangements; and (d) a 20% Issuance (as defined in the Rule) at a price that is less than the Minimum Price (as defined in the Rule).
Under Cayman Islands law, the Company’s practice of following the provisions of the laws of the Cayman Islands in lieu of the Rule is not prohibited under any statutory legal provision of the Cayman Islands, unless it is otherwise specified in the Company’s memorandum and articles of association. Based upon our review of the amended and restated memorandum and articles of association of the Company as adopted by the special resolutions of the Company passed on 12 November 2024 and with effect on 14 November 2024 (the “Memorandum and Articles”), there is no requirement under the Memorandum and Articles requiring the Company to comply with the aforesaid requirements, unless specifically required by the Rule.
We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the Cayman Islands. Specifically, we have made no independent investigation of the laws of the State of New York or the NASDAQ Stock Market LLC Rules, and we express no opinion as to the meaning, validity or effect of the NASDAQ Stock Market LLC Rules. This advice is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
| Yours faithfully | |
| /s/ Ogier | |
| Ogier |
| Ogier | |||
| Providing advice on British Virgin Islands, | |||
| Cayman Islands and Guernsey laws | |||
| Partners | |||
| Floor 11 Central Tower | Nicholas Plowman | Yuki Yan | |
| 28 Queen’s Road Central | Nathan Powell | David Lin | |
| Central | Anthony Oakes | Alan Wong | |
| Hong Kong | Oliver Payne | Janice Chu | |
| Kate Hodson | Zhao Rong Ooi | ||
| David Nelson | Rachel Huang** | ||
| Justin Davis | Florence Chan*‡ | * admitted in New Zealand | |
| T +852 3656 6000 | Joanne Collett | Richard Bennett**‡ | ** admitted in England and Wales |
| F +852 3656 6001 | Dennis Li | James Bergstrom‡ | ‡ not ordinarily resident in Hong Kong |
| ogier.com | Cecilia Li |