Real Messenger Corporation files a preliminary Form F-1 to register up to 6,802,721 Units, each Unit comprised of one Class A Ordinary Share (or one Pre-Funded Warrant in lieu thereof) and one Common Warrant, at an assumed public offering price of $1.47 per Unit. The offering contemplates up to 204,081 Placement Agent Warrants and registers underlying Class A Ordinary Shares issuable upon exercise. Prior to the offering the company had 4,755,277 Class A Ordinary Shares outstanding and expects 11,557,998 Class A Ordinary Shares outstanding immediately after the offering (assuming issuance as described). The Pre-Funded Warrants carry a remaining exercise price of $0.0001 per share and the Common Warrants have an initial exercise price of $1.47 per share and five-year terms. The prospectus discloses material risks including limited operating history, PRC/Hong Kong regulatory uncertainty, Nasdaq listing compliance notices, and governance concentration through Class B voting rights.
Real Messenger Corp amendment to a Schedule 13G/A reports that Alta Partners LLC beneficially owns 1,012,213 Class A ordinary shares, representing Class A shares issuable upon exercise of outstanding warrants. The filing states this equals 8.5% of the class and shows Alta Partners has sole voting and dispositive power over these shares.
Real Messenger Corporation disclosed that it has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq confirmed that the company’s class A ordinary shares closed at or above $1.00 per share for 10 consecutive business days from April 22 to May 5, 2026, resolving a prior deficiency triggered when the stock traded below $1.00 for 30 straight business days earlier in the year. The matter is now closed and the company remains listed on Nasdaq.
The filing also highlights that Real Messenger is a real estate technology platform founded in 2022, serving over 1 million users across 35 countries, with primary reach in the U.S. and growing presence in the U.K. and Australia.
Real Messenger Corporation reported results of its Class A Meeting and 2026 Annual Meeting. Class A shareholders approved increasing the voting rights of each Class B Ordinary Share from ten to twenty-five votes, subject to Class B class consent.
At the Annual Meeting, shareholders re-elected four directors, approved Marcum Asia CPAs LLP as auditor for the year ending March 31, 2026, and passed a special resolution to adopt a second amended and restated memorandum and articles of association tied to the Class B voting-rights change. Shareholders also approved a proposal allowing the meeting to be adjourned if more time is needed to gather votes on key items.
Real Messenger Corporation filed an amended Form 6-K to add Appendix 1, the proposed second amended and restated memorandum and articles of association referenced in its earlier filing. The attached Cayman charter, adopted by special resolution on 5 May 2026, defines the company’s share classes, governance framework, and shareholder meeting procedures.
Real Messenger Corporation has called a virtual class meeting of Class A shareholders and an annual general meeting on May 5, 2026. Holders will vote on increasing the voting rights of each Class B ordinary share from 10 votes to 25 votes, subject to separate class consents. Shareholders will also vote on re-electing four directors, ratifying Marcum Asia CPAs LLP as auditor for the year ending March 31, 2026, adopting a second amended and restated memorandum and articles of association tied to the voting change, and a possible adjournment proposal to allow further proxy solicitation if needed.
Real Messenger Corp director MA Chun Fung Horace reported his initial insider holdings of 20,000 Class A Ordinary Shares. These shares are listed as directly owned and represent his position after the reported date. The filing is a routine disclosure of existing ownership rather than a new trade.
Real Messenger Corporation reported that Nasdaq has notified the company it is out of compliance with the exchange’s minimum stockholders’ equity requirement. The company’s reported stockholders’ equity was $1,110,873, below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1).
The notice does not immediately affect trading, and Real Messenger’s shares will continue to trade on the Nasdaq Capital Market under the symbol RMSG. The company has until May 21, 2026 to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to demonstrate compliance if the plan is accepted.
Management states it intends to regain compliance and is preparing a plan with financial projections, though there is no assurance these efforts will succeed. The company notes its business operations are not currently affected by the notification.
Kwai Hoi MA and Bloomington DH Holdings Limited filed Amendment No. 1 to their beneficial ownership report for Real Messenger Corporation. MA now beneficially owns 7,217,555 Ordinary Shares, representing 65.86% of the class, including holdings through Bloomington DH Holdings Limited and entities controlled by MA and MA’s spouse.
Bloomington DH Holdings Limited alone holds 5,937,555 Ordinary Shares, or 54.18% of the class. On March 25, 2026, Bloomington DH Holdings Limited entered a Subscription Agreement to acquire 1,837,680 Class B Ordinary Shares at US$0.5912 per share, for US$1,086,438.46, funded by shareholder loans from MA. The company’s dual-class structure gives Class B ten votes per share and Class A one vote per share, reinforcing MA’s voting control.
Real Messenger Corporation reports unaudited results for the six months ended September 30, 2025, showing early-stage revenue but sizable losses and a going concern warning.
The company generated service fee income of $25,602 and a net loss of $2,383,928, wider than the prior-year loss of $1,635,923, driven mainly by higher general and administrative expenses of $1,955,245 and research and development of $285,405. Operating cash outflow was $1,556,984, reducing cash and cash equivalents to $846,174 from $2,575,225 at March 31, 2025.
Total assets were $1,343,376 and shareholders’ equity $1,110,873, with an accumulated deficit of $22,506,556. Management states that recurring losses, limited revenue and cash usage create substantial doubt about the ability to continue as a going concern, and the plan depends on cost control, revenue growth and additional financing. Subsequent to period end, the company agreed to issue 1,837,680 Class B shares at $0.5912 to a CEO-controlled entity to settle $1,086,438 of related-party payables, subject to Nasdaq review.