[SCHEDULE 13D/A] Real Messenger Corp Amended Major Shareholder Report

Kwai Hoi MA and Bloomington DH Holdings Limited filed Amendment No. 1 to their beneficial ownership report for Real Messenger Corporation.

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

Control holder increases economic and voting stake via new Class B subscription.

Kwai Hoi MA, through direct and indirect holdings, reports beneficial ownership of 7,217,555 Ordinary Shares, or 65.86% of Real Messenger Corporation. Bloomington DH Holdings Limited, fully controlled by MA, holds 5,937,555 shares, or 54.18% of the class.

A Subscription Agreement dated March 25, 2026 adds 1,837,680 Class B Ordinary Shares at US$0.5912 per share, for total consideration of US$1,086,438.46, funded by shareholder loans from MA. This strengthens MA’s economic exposure without outside equity capital.

The dual-class structure grants one vote per Class A share and ten votes per Class B share, with Class B convertible into Class A on a one-for-one basis. Given that total outstanding Ordinary Shares are 10,958,961 as of April 1, 2026, MA’s stake represents a continuing concentration of voting power, and future company disclosures may detail any additional governance implications.

FAQ

What ownership stake in Real Messenger Corporation (RMSG) does Kwai Hoi MA report?

Kwai Hoi MA reports beneficial ownership of 7,217,555 Ordinary Shares of Real Messenger Corporation, representing 65.86% of the class. This includes shares held directly and through entities controlled by MA and MA’s spouse, giving MA substantial voting and dispositive power.

How many Real Messenger (RMSG) shares does Bloomington DH Holdings Limited hold?

Bloomington DH Holdings Limited reports beneficial ownership of 5,937,555 Ordinary Shares of Real Messenger Corporation, equal to 54.18% of the class. The entity is 100% owned and controlled by Kwai Hoi MA, who has sole voting and dispositive power over these shares.

What are the terms of the March 25, 2026 Subscription Agreement for Real Messenger (RMSG)?

On March 25, 2026, Bloomington DH Holdings Limited agreed to purchase 1,837,680 Class B Ordinary Shares at US$0.5912 per share, totaling US$1,086,438.46. The purchase price was funded by shareholder loans from Kwai Hoi MA provided to the issuer.

How many Real Messenger (RMSG) shares are outstanding according to this filing?

The filing states there are 10,958,961 Ordinary Shares outstanding, consisting of 5,071,281 Class A and 5,887,680 Class B shares, excluding 450,000 Class B holdback shares, as of April 1, 2026, based on information provided by the issuer.

How do Class A and Class B Ordinary Shares of Real Messenger (RMSG) differ?

Each Class A Ordinary Share carries one vote, while each Class B Ordinary Share carries ten votes on all matters. Class B shares are convertible into Class A shares on a one-for-one basis, creating a dual-class structure with enhanced voting rights for Class B holders.

How did Kwai Hoi MA obtain 1,129,875 Class A shares of Real Messenger (RMSG)?

On July 17, 2025, the reporting persons received a transfer of 1,129,875 Class A Ordinary Shares from Nova Pulsar Holdings Limited. These shares represent the conversion of outstanding notes owed to the reporting persons, increasing their Class A holdings.

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Accepted by SEC EDGAR 04/01/2026 - 06:20 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Real Messenger Corporation

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G7410G106

(CUSIP Number)

Kwai Hoi MA
695 Town Centre Drive, Suite 1200,
Costa Mesa, CA, 92626
1-657-408-8684

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G7410G106

1

Name of reporting person

Kwai Hoi MA

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,217,555.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,217,555.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,217,555.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

65.86 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Comprised of (i) 4,807,680 Class B Ordinary Shares owned by Bloomington DH Holdings Limited, a holding company owned and controlled by Kwai Hoi MA; (ii) 1,129,875 Class A Ordinary Shares converted from promissory notes; and (iii) 1,080,000 Class B Ordinary Shares and 200,000 Class A Ordinary Shares owned by Edinburgh DH Holdings Limited, a holding company owned and controlled by the spouse of Kwai Hoi, Ma. Therefore, Kwai Hoi MA has the voting and dispositive control over the shares held by each of these entities. The aforementioned 200,000 Class A Ordinary Shares consists of 100,000 Class A ordinary shares transferred from Nova Pulsar Holdings Limited and 100,000 Class A ordinary shares issued upon the conversion of a 2023 Convertible Note purchased in the 2023 Private Placement. (2) Each holder of Class A Ordinary Shares is entitled to one (1) vote per share and each holder of Class B Ordinary Shares is entitled to ten (10) votes per share on all matters submitted to them for vote. Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. (3)Percentage of class is calculated based on 10,958,961 Ordinary Shares, consisting of 5,071,281 Class A Ordinary Shares and 5,887,680 Class B Ordinary Shares outstanding (excluding 450,000 Class B Ordinary Shares that are holdback shares for eighteen months from the closing of Business Combination) as of April 1, 2026, which information was provided by the Issuer to the Reporting Persons on April 1, 2026.

SCHEDULE 13D

CUSIP Number(s): G7410G106

1

Name of reporting person

Bloomington DH Holdings Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,937,555.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,937,555.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,937,555.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.18 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Comprised of (i) 4,807,680 Class B Ordinary Shares; and (ii) 1,129,875 Class A Ordinary Shares converted from promissory notes. Bloomington DH Holdings Limited is 100% owned and controlled by Kwai Hoi MA. Therefore, Kwai Hoi MA has the sole voting and dispositive power over these shares. (2)Each holder of Class A Ordinary Shares is entitled to one (1) vote per share and each holder of Class B Ordinary Shares is entitled to ten (10) votes per share on all matters submitted to them for vote. Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis. (3) Percentage of class is calculated based on 10,958,961 Ordinary Shares, consisting of 5,071,281 Class A Ordinary Shares and 5,887,680 Class B Ordinary Shares outstanding (excluding 450,000 Class B Ordinary Shares that are holdback shares for eighteen months from the closing of Business Combination) as of April 1, 2026, which information was provided by the Issuer to the Reporting Persons on April 1, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: Real Messenger Corporation
(c)	Address of Issuer's Principal Executive Offices: 695 Town Center Drive, Suite 1200, Costa Mesa, CALIFORNIA , 92626.
Item 1 Comment: The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Kwai Hoi MA and Bloomington DH Holdings Limited on December 19, 2025. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is supplemented and superseded, as the case may be, as follows: On July 17, 2025, the Reporting Persons received a transfer of 1,129,875 Class A Ordinary Shares of the Issuer from Nova Pulsar Holdings Limited, which consists of the shares in conversion of outstanding Notes owed to the Reporting Persons. On March 25, 2026, Bloomington DH Holdings Limited entered into a Subscription Agreement with the Issuer, where the Issuer agreed to issue to Bloomington DH Holdings Limited 1,837,680 Class B Ordinary Shares of the Issuer at a price of US$0.5912 per Share, for a total purchase price of US$1,086,438.46. The total purchase price was funded by Kwai Hoi MA in the form of shareholder loans to the Issuer.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is supplemented and superseded, as the case may be, as follows: On March 25, 2026, Bloomington DH Holdings Limited entered into a Subscription Agreement with the Issuer, where the Issuer agreed to issue to Bloomington DH Holdings Limited 1,837,680 Class B Ordinary Shares of the Issuer at a price of US$0.5912 per Share, for a total purchase price of US$1,086,438.46.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is supplemented and superseded, as the case may be, as follows: The responses of each of the Reporting Persons with respect to Rows 11 and 13 on the cover pages of this Amendment No. 1 that relate to the aggregate number and percentage of Ordinary Shares are incorporated herein by reference. The percentage is calculated based on after giving effect to the transactions contemplated hereby.
(b)	Item 5(b) of the Schedule 13D is supplemented and superseded, as the case may be, as follows: The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Amendment No. 1 that relate to the number of Ordinary Shares as to which each of the Reporting Persons referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of are incorporated herein by reference.
(c)	Item 5(c) of the Schedule 13D is supplemented and superseded, as the case may be, as follows: The information set forth in Item 4 of this Amendment No. 1 is incorporated by reference.
(d)	Item 5(d) of the Schedule 13D is supplemented and superseded, as the case may be, as follows: Except as described in Item 3 of this Amendment No. 1, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer's Ordinary Shares beneficially owned by the Reporting Person as reported in this Amendment No. 1.
(e)	Not applicable
Item 7.	Material to be Filed as Exhibits.
	Subscription Agreement dated March 25, 2026 between the Company and the Purchaser (filed as Exhibit 10.1 to the Company's Current Report on Form 6-K filed on March 26, 2026 and incorporated by reference herein)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kwai Hoi MA

Signature:	/s/ Kwai Hoi Ma
Name/Title:	Kwai Hoi MA
Date:	04/01/2026

Bloomington DH Holdings Limited

Signature:	/s/ Kwai Hoi Ma
Name/Title:	Kwai Hoi MA, Director
Date:	04/01/2026