Real Messenger (RMSG) uses Cayman home country rules on key Nasdaq approvals

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.

Positive

• None.

Negative

• 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

Corporate governance analyst

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.

Form 6-K: How Foreign Companies Report to the SEC →

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

FAQ

What governance change did Real Messenger Corporation (RMSG) disclose in this 6-K?

Real Messenger disclosed it will follow Cayman Islands governance practices instead of Nasdaq Rule 5635(a)–(d). This home country exemption means certain share issuances and equity compensation plans may proceed without shareholder approval typically required for U.S. domestic Nasdaq-listed companies.

Which Nasdaq shareholder approval rules is Real Messenger (RMSG) exempting itself from?

The company elected exemption from Nasdaq Rule 5635(a), (b), (c) and (d). These rules normally require shareholder approval for acquisition-related share issuances, change-of-control issuances, equity-based compensation plans, and certain 20% or greater non-public issuances priced below a defined minimum price.

How does Cayman Islands law affect Real Messenger’s (RMSG) Nasdaq governance exemptions?

Cayman counsel Ogier confirmed Cayman law does not prohibit Real Messenger from following Cayman practices instead of Nasdaq Rule 5635. The firm also noted the company’s amended and restated memorandum and articles contain no requirement to comply with those Nasdaq shareholder-approval provisions.

Does Real Messenger (RMSG) say its governance otherwise matches U.S. Nasdaq issuers?

The company states that, except for the home country exemption from Nasdaq Rule 5635(a)–(d), there are no material differences between its corporate governance practices and those of U.S. domestic companies under Nasdaq listing standards. This frames the exemption as a targeted rather than broad governance divergence.

What is the significance of Nasdaq Rule 5635(d) for Real Messenger (RMSG) investors?

Nasdaq Rule 5635(d) usually requires shareholder approval for non-public issuances equal to 20% or more of voting power below a defined minimum price. Real Messenger’s exemption means its board could approve such transactions without a shareholder vote, subject to Cayman law and its governing documents.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 16.8 KB
• EX-99 GRAPHIC 9.0 KB