Real Messenger (Nasdaq: RMSG) closes US$4M unit offering with warrants
Rhea-AI Filing Summary
Real Messenger Corporation completed a US$4.0 million public unit offering to raise growth capital. The company sold 5,714,284 units at US$0.70 per unit on a best-efforts basis, with each unit including either one Class A ordinary share or a pre-funded warrant plus a common warrant.
Each common warrant is immediately exercisable at US$0.70 and expires five years after issuance, while placement agent Maxim Group LLC receives a 6.5% cash fee, up to US$80,000 of expenses and warrants for 171,428 shares at US$0.70. Directors, officers and major shareholders agreed to six‑month lock-ups, and the company plans to use net proceeds for potential mergers and acquisitions, working capital and general corporate purposes.
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Insights
Real Messenger raises US$4.0M with equity units and attached warrants.
Real Messenger Corporation closed a best-efforts public offering of 5,714,284 units at US$0.70 per unit, generating approximately US$4.0 million in gross proceeds. Each unit includes a share or pre-funded warrant plus a common warrant exercisable at the same price for five years.
Maxim Group LLC acts as placement agent, earning a 6.5% cash fee, reimbursement of up to US$80,000 in expenses and 171,428 placement agent warrants at US$0.70. Six‑month lock-ups for insiders and large holders, along with restrictions on new issuances and variable rate transactions, temporarily limit additional equity issuance.
The company intends to deploy net proceeds toward potential mergers and acquisitions aligned with its strategic growth objectives, as well as working capital and general corporate purposes. Actual impact will depend on how effectively management executes these plans and on future market conditions referenced in its risk disclosures.
Key Figures
Key Terms
Pre-Funded Warrant financial
Common Warrant financial
Placement Agent Warrants financial
best-efforts basis financial
lock-up agreements regulatory
Variable Rate Transaction financial
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 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
Pricing and Closing of $4 Million Public Offering
On June 8, 2026, Real Messenger Corporation (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with several investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell a total of 5,714,284 units (each a “Unit”), on a best-efforts basis, at an offering price of US$0.70 per Unit (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value US$0.0001 per share (the “Class A Ordinary Share”), or one pre-funded warrant (the “Pre-Funded Warrant”) to purchase one Class A Ordinary Share in lieu thereof, and one common warrant initially exercisable for the purchase of one Class A Ordinary Share (the “Common Warrant”). Each Common Warrant will be immediately exercisable upon issuance at an initial exercise price of US$0.70, which is equal to the public offering price per Unit. The Common Warrant exercise price is subject to customary anti-dilution adjustments in connection with subsequent equity sales and other corporate restructurings. The Common Warrants will expire on the fifth anniversary of the issuance date. The public offering price per Pre-Funded Unit is $0.6999, which is equal to the public offering price per Unit to be sold in the offering, minus the $0.0001 exercise price per Pre-Funded Warrant. The aggregate gross proceeds from the Offering are expected to be approximately US$4.0 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses. The Securities Purchase Agreements contain customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Offering was closed on June 9, 2026.
The securities described above were offered pursuant to a registration statement on Form F-1 (File No. 333-296226), as amended, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 26, 2026 and declared effective by the SEC on June 8, 2026. The final prospectus was filed on June 9, 2026.
Maxim Group LLC acted as the exclusive placement agent (the “Placement Agent”) in the Offering pursuant to a placement agency agreement dated June 8, 2026 (the “Placement Agency Agreement”), by and between the Company and the Placement Agent. The Company agreed to pay the Placement Agent a cash fee equal to 6.5% of the gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent for legal fees, costs and expenses of up to US$80,000. The Company has also agreed to issue to the Placement Agent or its designees at the closing of this Offering, as compensation in connection with this Offering, warrants (the “Placement Agent Warrants”) initially exercisable for the purchase of 171,428 Class A Ordinary Shares, which is equal to three percent (3.0%) of the total number of Class A Ordinary Shares sold in this Offering, at an exercise price of $0.70. The Placement Agent Warrants will be exercisable commencing on December 8, 2026, and will remain exercisable until the three year anniversary of such date. The Placement Agency Agreement contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company.
The Company intends to use the net proceeds of the Offering primarily for potential mergers and acquisitions to align with its strategic growth objective, working capital and general corporate purposes, and to acquire, or invest in complementary businesses, technologies, products or assets.
In connection with the Offering, the Company’s directors and officers, and each holder of five percent (5%) or more of the Company’s issued and outstanding Class A Ordinary Shares and Class B ordinary shares, taken together, each with a par value of US$0.0001 per share, entered into lock-up agreements, pursuant to which, for a period of six (6) months after the closing of the Offering, they have agreed with the Placement Agent, subject to certain exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position, with respect to any Class A Ordinary Shares or securities convertible, exchangeable or exercisable into Class A Ordinary Shares of the Company.
In addition, pursuant to the Securities Purchase Agreements, the Company has agreed (i) not to (a) enter into any agreement to issue or announce the issuance or proposed issuance of any Class A Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, Class A Ordinary Shares or (b) file any registration statement or amendment or supplement thereto, in each case subject to certain exceptions, for a period of sixty (60) days following the closing, and (ii) not to effect or enter into an agreement to effect any issuance of Class A Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement) until the six (6) months of the closing, subject to certain exceptions.
The foregoing description of the Pre-Funded Warrants, the Common Warrants, the Placement Agent Warrants, the Placement Agency Agreement and the Securities Purchase Agreements are qualified in their entirety by reference to the full text of the form of Pre-Funded Warrant, the form of Common Warrant, the form of Placement Agent Warrant, the form of Placement Agency Agreement and the form of Securities Purchase Agreement, which are furnished hereto as Exhibit 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”), and are incorporated herein in their entirety by reference.
Pursuant to the Offering, on June 8, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release announcing the pricing of the Offering is furnished as Exhibit 99.1 hereto. On June 9, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release announcing the closing of the Offering is furnished as Exhibit 99.2 hereto.
This Report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Registration Statement, and in other documents the Company files from time to time with the Commission. Any forward-looking statements speak only by the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, except as required by law.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Common Warrant | |
| 4.3 | Form of Placement Agent Warrant | |
| 10.1 | Form of Placement Agency Agreement | |
| 10.2 | Form of Securities Purchase Agreement | |
| 99.1 | Press Release, dated June 8, 2026 | |
| 99.2 | Press Release, dated June 9, 2026 |
SIGNATURES
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, thereunto duly authorized.
| Date: June 9, 2026 | Top Wealth Group Holding Limited | |
| By: | /s/ Thomas Ma | |
| Name: | Thomas Ma | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Real Messenger Corporation Announces Pricing of US$4.0 Million Public Offering
Costa Mesa, CA, June 8, 2026 (GLOBE NEWSWIRE) — Real Messenger Corporation (“Real Messenger” or the “Company”) (Nasdaq: RMSG), an innovative chat-based platform reimagining real estate connections, today announced the pricing of its public offering of 5,714,284 units (each, a “Unit”), on a best-efforts basis, at an offering price of US$0.70 per Unit (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value US$0.0001 per share (the “Class A Ordinary Share”), or one pre-funded warrant (the “Pre-Funded Warrant”) to purchase one Class A Ordinary Share in lieu thereof, and one common warrant initially exercisable for the purchase of one Class A Ordinary Share (the “Common Warrant”). Each Common Warrant will be immediately exercisable upon issuance at an initial exercise price of US$0.70, which is equal to the public offering price per Unit. The Common Warrant exercise price is subject to customary anti-dilution adjustments in connection with subsequent equity sales and other corporate restructurings. The Common Warrants will expire on the fifth anniversary of the issuance date. The public offering price per Pre-Funded Unit is $0.6999, which is equal to the public offering price per Unit to be sold in the offering, minus the $0.0001 exercise price per Pre-Funded Warrant. The aggregate gross proceeds from the Offering are expected to be approximately US$4.0 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses.
The closing of the Offering is expected to take place on or about June 9, 2026, subject to the satisfaction of customary closing conditions set forth in the securities purchase agreement, dated June 8, 2026, entered into between the Company and the investors participating in the Offering, and related transaction documents.
Maxim Group LLC is acting as the sole placement agent for the Offering.
The Company’s registration statement on Form F-1 (File No. 333-296226) (the “Registration Statement”) was filed with the U.S. Securities and Exchange Commission (SEC) on May 26, 2026 and declared effective on June 8, 2026. The Offering is being made exclusively by means of a prospectus contained within the effective Registration Statement, copies of which may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies of the Registration Statement can be accessed through the SEC website at www.sec.gov.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offering, sale or solicitation shall be permitted in any state or jurisdiction where such offering or sale would be unlawful prior to registration, exemption or qualification under the local securities laws of any such state or jurisdiction.
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.
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 of Real Messenger described in Real Messenger’s Form 20-F initially filed with the SEC on July 31, 2025, 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
Exhibit 99.2
Real Messenger Corporation Announces Closing of US$4.0 Million Public Offering
Costa Mesa, CA, June 9, 2026 (GLOBE NEWSWIRE) — Real Messenger Corporation (“Real Messenger” or the “Company”) (Nasdaq: RMSG), an innovative chat-based platform reimagining real estate connections, today announced the closing of its best-efforts public offering of 5,714,284 units (each, a “Unit”) at an offering price of US$0.70 per Unit (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value US$0.0001 per share (the “Class A Ordinary Share”), or one pre-funded warrant (the “Pre-Funded Warrant”) to purchase one Class A Ordinary Share in lieu thereof, and one common warrant initially exercisable for the purchase of one Class A Ordinary Share (the “Common Warrant”). Each Common Warrant will be immediately exercisable upon issuance at an initial exercise price of US$0.70, which is equal to the public offering price per Unit. The Common Warrant exercise price is subject to customary anti-dilution adjustments in connection with subsequent equity sales and other corporate restructurings. The Common Warrants will expire on the fifth anniversary of the issuance date. The public offering price per Pre-Funded Unit is $0.6999, which is equal to the public offering price per Unit to be sold in the offering, minus the $0.0001 exercise price per Pre-Funded Warrant. The Offering was closed on June 9, 2026.
Maxim Group LLC acted as the sole placement agent for the Offering.
The aggregate gross proceeds to the Company from this Offering were approximately $4 million, before deducting the placement agent’s fees and other offering expenses payable by the Company and excluding the exercise of any warrant offered. The Company intends to use the net proceeds from this Offering for potential mergers and acquisitions to align with its strategic growth objective, working capital and general corporate purposes, and to acquire, or invest in complementary businesses, technologies, products or assets.
The Company’s registration statement on Form F-1 (File No. 333-296226) (the “Registration Statement”) was filed with the U.S. Securities and Exchange Commission (SEC) on May 26, 2026 and declared effective on June 8, 2026. The Offering was made exclusively by means of a prospectus contained within the effective Registration Statement, copies of which may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies of the Registration Statement can be accessed through the SEC website at www.sec.gov.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offering, sale or solicitation shall be permitted in any state or jurisdiction where such offering or sale would be unlawful prior to registration, exemption or qualification under the local securities laws of any such state or jurisdiction.
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.
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 of Real Messenger described in Real Messenger’s Form 20-F initially filed with the SEC on July 31, 2025, 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