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 October 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 ☐
Regained
Compliance with Nasdaq Stockholders’ Equity Requirement
As
previously disclosed, on April 6, 2026, Real Messenger Corporation (the “Company”) received written notification from the
staff (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) indicating that the Company did not comply with the
minimum stockholders’ equity requirement of $2,500,000 under Nasdaq Listing Rule 5550(b)(1) (the “Rule”).
By
letter dated October 6, 2026, the Staff notified the Company that, based on the Company’s Form 6-K dated June 10, 2026 and the
supplemental information submitted on October 2, 2026, the Staff determined that the Company complies with Listing Rule 5550(b)(1).
The
Staff further advised the Company that, if the Company fails to evidence compliance with the Rule upon filing its interim financial statements
for the period ended September 30, 2026, the Company may be subject to delisting. In that event, the Staff would provide written notification
to the Company, and the Company would have the right to appeal the Staff’s determination to a Nasdaq Hearings Panel.
The
Company intends to continue monitoring its compliance with all applicable Nasdaq continued listing requirements. Although the Company
believes it currently satisfies the stockholders’ equity requirement under Listing Rule 5550(b)(1), there can be no assurance that
the Company will continue to satisfy such requirement or any other Nasdaq continued listing standard in the future.
The
Company issued a press release in relation to the above on October 7, 2026, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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:
October 7, 2026
| By: |
/s/
Thomas Ma |
|
| Name: |
Thomas
Ma |
|
| Title: |
Chief
Executive Officer |
|
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated October 7, 2026 |
Exhibit
99.1
Real
Messenger Announces It has Regained Compliance with Nasdaq Stockholders’ Equity Requirement
Costa
Mesa, CA – October 7, 2026 - Real Messenger Corporation (“Real Messenger” or the “Company”) (Nasdaq:
RMSG), an innovative chat-based platform reimagining real estate connections, today announced that by letter dated October 6, 2026, the
staff (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) notified the Company that, based on the Company’s
Form 6-K dated June 10, 2026 and the supplemental information submitted on October 2, 2026, the Staff determined that the Company complies
with Listing Rule 5550(b)(1).
As previously disclosed, on April 6, 2026,
the Company received written notification from the Staff that it did not comply with Nasdaq Listing Rule 5550(b)(1), which requires minimum
stockholders’ equity of US$2.5 million.
The
Staff further advised the Company that, if the Company fails to evidence compliance with the Rule upon filing its interim financial statements
for the period ended September 30, 2026, the Company may be subject to delisting. In that event, the Staff would provide written notification
to the Company, and the Company would have the right to appeal the Staff’s determination to a Nasdaq Hearings Panel.
The
Company intends to continue monitoring its compliance with all applicable Nasdaq continued listing requirements. Although the Company
believes it currently satisfies the stockholders’ equity requirement under Listing Rule 5550(b)(1), there can be no assurance that
the Company will continue to satisfy such requirement or any other Nasdaq continued listing standard in the future.
About
Real Messenger Corporation
Real
Messenger Corporation (Nasdaq: RMSG) is a real estate technology platform headquartered in Costa Mesa, CA. Founded in 2022, Real Messenger
is transforming real estate engagement by connecting agents, buyers, sellers, and other industry participants within a unified, social
platform. With users across 35 countries, Real Messenger’s primary reach is in the U.S., with notable growth in key markets such
as the U.K. and Australia.
With
over 1 million users, Real Messenger is building a vibrant global community, creating a dynamic space for real estate connections, insights,
and experiences. In recognition of its impact, Real Messenger was named to the 2023 HousingWire Tech 100 list, and its CEO, Thomas Ma,
was honored in Inman’s “Best of Proptech” awards in 2023.
Cautionary
Note Regarding Forward-Looking Statements
This
press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should” “would,” “plan,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this communication and on the current expectations of Real Messenger’s
management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only
and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of Real Messenger. Some important factors that could cause actual results
to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial,
political and legal conditions.
If
any of these risks materialize or Real Messenger’s assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional risks that Real Messenger does not presently know, or that
Real Messenger currently believes are immaterial that could also cause actual results to differ from those contained in the forward-
looking statements. In addition, forward-looking statements reflect Real Messenger’s current expectations, plans and forecasts
of future events and views as of the date hereof. Nothing in this communication should be regarded as a representation by any person
that the forward- looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only
as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors
described in the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2026, filed with the SEC
on July 28, 2026, as amended, including those under “Risk Factors” therein. Real Messenger anticipates that
subsequent events and developments will cause its assessments to change. However, while Real Messenger may elect to update these forward-looking
statements at some point in the future, Real Messenger specifically disclaims any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as representing Real Messenger’s assessments as of any date subsequent to
the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts
Real
Messenger Corporation
ir@real.co
