Real Messenger (RMSG) CEO lifts control with US$1.09M share subscription

Rhea-AI Filing Summary

Real Messenger Corporation entered into a Subscription Agreement with its existing shareholder Bloomington DH Holdings, an entity wholly controlled by CEO and Chairman Kwai Hoi Ma. The company will issue 1,837,680 Class B ordinary shares at US$0.5912 per share, for a total of US$1,086,438.46.

The purchase price is fully settled by offsetting the same amount of working capital funding previously provided by the purchaser, so no new cash is received. After this issuance, Mr. Ma’s beneficial ownership rises from 56.21% to 63.26% of aggregate Class A and B shares, and his voting power increases from 83.54% to 87.96%, further concentrating control.

Insights

Equity & Governance Analyst

Insider converts prior funding into equity and further concentrates voting control.

The company is issuing 1,837,680 Class B shares to Bloomington DH Holdings at US$0.5912 per share, offsetting US$1,086,438.46 of earlier working capital funding. Economically, this turns an existing funding balance into equity without bringing in fresh cash.

This reduces reliance on that prior liability-like funding and slightly strengthens the balance sheet through higher equity, but it does not improve liquidity. A key implication is governance: Mr. Ma’s beneficial stake rises to 63.26% and voting power to 87.96%, making external shareholder influence more limited on future corporate decisions.

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 ☐

Subscription Agreement

On March 25, 2026, Real Messenger Corporation (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with Bloomington DH Holdings Limited (the “Purchaser”), a British Virgin Islands company. The Purchaser is an existing shareholder of the Company and wholly controlled and owned by Kwai Hoi Ma (“Mr. Ma”), the Chief Executive Officer and Chairman of the Company.

Pursuant to the Subscription Agreement, the Company agreed to issue to the Purchaser and the Purchaser agreed to acquire from the Company 1,837,680 Class B ordinary shares of the Company (the “Subscription Shares”), at a price of US$0.5912 per Share, for a total purchase price of US$1,086,438.46 (the “Purchase Price”). The Purchase Price is satisfied in full by setting off the aggregate amount of US$1,086,438.46 in working capital funding previously provided by the Purchaser to the Company. No additional cash consideration will be paid at closing.

As a result of the issuance of the Subscription Shares, Mr. Ma’s beneficial ownership will increase from 56.21% to 63.26% of the Company’s aggregate outstanding class A and class B ordinary shares, and his voting control (both directly and through the Purchaser) will increase from 83.54% to 87.96% of the total voting power  of the Company.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 6-K and is incorporated herein by reference.

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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: March 26, 2026

By:	/s/ Thomas Ma
Name:	Thomas Ma
Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Subscription Agreement dated March 25, 2026 between the Company and the Purchaser

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FAQ

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

Real Messenger Corporation disclosed a Subscription Agreement with Bloomington DH Holdings Limited. The company will issue 1,837,680 Class B shares for US$1,086,438.46. The consideration is entirely a setoff against working capital funding previously provided by the purchaser, rather than new cash.

How many shares is RMSG issuing under the Subscription Agreement and at what price?

The company is issuing 1,837,680 Class B ordinary shares at a price of US$0.5912 per share. This results in a total purchase price of US$1,086,438.46, matching the amount of earlier working capital funding being offset.

Does Real Messenger Corporation receive new cash from this share issuance?

No new cash is received from this share issuance. The US$1,086,438.46 purchase price is fully satisfied by setting off the same amount of working capital funding previously provided by the purchaser, so the transaction is non-cash at closing.

How does the Subscription Agreement affect CEO Kwai Hoi Ma’s ownership in RMSG?

Following the share issuance, Mr. Ma’s beneficial ownership increases from 56.21% to 63.26% of the company’s aggregate Class A and B shares. His total voting power also rises, strengthening his overall economic and governance position.

What change occurs in Kwai Hoi Ma’s voting control of Real Messenger?

Mr. Ma’s voting control, directly and through Bloomington DH Holdings, increases from 83.54% to 87.96% of the company’s total voting power. This further concentrates corporate decision-making authority in his hands relative to other shareholders.

Who is Bloomington DH Holdings Limited in relation to Real Messenger Corporation (RMSG)?

Bloomington DH Holdings Limited is an existing shareholder of the company and is wholly controlled and owned by Kwai Hoi Ma, Real Messenger’s Chief Executive Officer and Chairman. It is the counterparty acquiring the new Class B shares.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EX-10.1 5.5 KB

Other Documents

• EX-10 GRAPHIC 481.7 KB
• EX-10 GRAPHIC 556.4 KB
• EX-10 GRAPHIC 504.4 KB
• EX-10 GRAPHIC 107.8 KB
• EX-10 GRAPHIC 83.1 KB
• EX-10 GRAPHIC 52.9 KB