Clawback policy added in Real Messenger (NASDAQ: RMSGW) amended 20-F

Rhea-AI Filing Summary

Real Messenger Corporation filed Amendment No. 1 to its Form 20-F annual report for the fiscal year ended March 31, 2025. The amendment is filed solely to add the company’s Clawback Policy as Exhibit 97.1.

The company states that no other sections or exhibits of the original Form 20-F are changed, and the amendment does not reflect events occurring after the original filing date. Investors are directed to read this amendment together with the original annual report and subsequent SEC filings for a full picture of the company’s disclosures.

true FY 0001983324 0001983324 2024-04-01 2025-03-31 0001983324 dei:BusinessContactMember 2024-04-01 2025-03-31 0001983324 RMSG:ClassOrdinarySharesParValue0.0001PerShareMember 2024-04-01 2025-03-31 0001983324 RMSG:WarrantsToPurchaseClassOrdinarySharesMember 2024-04-01 2025-03-31 0001983324 2025-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure iso4217:HKD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF

1934

Date of event requiring this shell company report ……………….

Commission File Number: 001-42413

REAL MESSENGER CORPORATION

(Exact name of Registrant as specified in its charter)

Not applicable		Cayman Islands
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

695 Town Center Drive, Suite 1200

Costa Mesa, CA 92626

(Address of Principal Executive Offices)

Mr. Kwai Hoi Ma (Thomas Ma)

695 Town Centre Drive, Suite 1200

Costa Mesa, CA 92626

Telephone: +1-657-408-8684

Email: IR@real.co

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share		RMSG		The Nasdaq Stock Market LLC
Warrants to purchase Class A Ordinary Shares		RMSGW		The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 4,821,281 Class A Ordinary Shares, 4,050,000 Class B Ordinary Shares and 6,546,254 warrants.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐   Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by Real Messenger Corporation (the “Company,” “we,” “our,” or “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2025, originally filed with the U.S. Securities Exchange Commission on July 31, 2025 (the “Original Filing”). The Company is filing this Amendment solely to include the Company’s Clawback Policy as Exhibit 97.1.

The Amendment consists solely of the cover page, this explanatory note, Item 19, the signature page, and the Clawback Policy filed as an exhibit to the Amendment. The Amendment does not affect any other parts of, or any other exhibits to, the Original Filing, nor does it reflect events occurring after the date of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.

ITEM 19. EXHIBITS

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated March 27, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on March 28, 2023).
2.2		Joinder Agreement to the Merger Agreement, dated as of June 29, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on June 30, 2023)
2.3		Amendment No. 1 to the Merger Agreement, dated as of August 15, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 17, 2023)
2.4		Amendment No. 2 to the Merger Agreement, dated as of October 27, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 30, 2023)
2.5		Amendment No. 3 to the Merger Agreement, dated as of March 7, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on March 8, 2024)
2.6		Amendment No. 4 to the Merger Agreement, dated as of May 29, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on May 29, 2024)
2.7		Amendment No. 5 to the Merger Agreement, dated as of July 17, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 18, 2024)
2.8		Amendment No. 6 to the Merger Agreement, dated as of August 13, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on August 13, 2024)
2.9		Description of Securities registered under Section 12 of the Exchange Act
3.1		Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 20-F (File No. 001-42413), filed with the SEC on November 25, 2024).
8.1**		List of Principal Subsidiaries
10.1**		Consulting Agreement with Nova Vision Capital Limited dated January 14, 2025
12.1**		CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2**		CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*		Clawback Policy
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Previously Filed

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

	REAL MESSENGER CORPORATION
August 19, 2025	By:	/s/ Kwai Hoi Ma
	Name:	Kwai Hoi Ma
	Title:	Chief Executive Officer and Chairman of the Board of Directors

FAQ

What did Real Messenger Corporation (RMSGW) change in this Form 20-F/A?

The company filed Amendment No. 1 to its Form 20-F solely to include its Clawback Policy as Exhibit 97.1. No other parts of the original annual report were changed.

Does the Real Messenger (RMSGW) 20-F/A update financial results or other disclosures?

No additional changes to financial results or other disclosures are described. The amendment is limited to adding the Clawback Policy exhibit and leaves the original Form 20-F otherwise unchanged.

What period does Real Messenger’s amended Form 20-F cover?

The amended Form 20-F relates to the company’s annual report for the fiscal year ended March 31, 2025.

Where is Real Messenger Corporation incorporated and listed?

Real Messenger Corporation is incorporated in the Cayman Islands. Its Class A Ordinary Shares and warrants are listed on The Nasdaq Stock Market LLC under the symbols RMSG and RMSGW, respectively.

What securities did Real Messenger (RMSGW) report as outstanding for the period covered?

As of the close of the period covered by the annual report, the company reported 4,821,281 Class A Ordinary Shares, 4,050,000 Class B Ordinary Shares, and 6,546,254 warrants outstanding.

How should investors read this Real Messenger 20-F/A in relation to other filings?

The company states that this amendment should be read together with the original Form 20-F and with its subsequent SEC filings for a complete view of its disclosures.