Major Real Messenger (RMSG) holder boosts control after Class B vote change

Rhea-AI Filing Summary

Kwai Hoi MA and Bloomington DH Holdings Limited filed Amendment No. 2 to their Schedule 13D on Real Messenger Corp, updating their ownership and voting position. Kwai Hoi MA now beneficially owns 7,667,555 Ordinary Shares, representing 97.71% of the class as of June 1, 2026.

Bloomington DH Holdings Limited holds 6,267,555 Ordinary Shares, or 79.24% of the class. A March 25, 2026 Subscription Agreement added 1,837,680 Class B Ordinary Shares at US$0.5912 per share for US$1,086,438.46. Shareholders approved a “Class Rights Variation” so each Class B share now carries twenty-five votes versus one vote for each Class A share.

On May 19, 2026, 450,000 Class B Holdback Shares were released from escrow, including 330,000 for Bloomington DH Holdings Limited and 120,000 for Edinburgh DH Holdings Limited. After the Class Rights Variation and holdback release, Kwai Hoi MA’s voting power increased from 94.15% to 97.71%, and Bloomington DH Holdings Limited’s from 76.95% to 79.24%.

Insights

Equity ownership and governance analyst

Filing shows tightened control at Real Messenger through added shares and higher Class B voting power.

The amendment details how Kwai Hoi MA and affiliated entities further consolidate control of Real Messenger Corp. A Subscription Agreement on March 25, 2026 added 1,837,680 Class B Ordinary Shares at US$0.5912 per share, increasing the economic stake.

Governance dynamics changed when shareholders approved the Class Rights Variation on May 5, 2026, raising voting rights for Class B shares from ten to twenty-five votes each while Class A remains at one vote. This significantly magnifies voting influence without altering the one-for-one conversion feature into Class A.

The release of 450,000 Class B Holdback Shares on May 19, 2026 further boosted voting power. As a result, Kwai Hoi MA’s voting power rose from 94.15% to 97.71%, and Bloomington DH Holdings Limited’s from 76.95% to 79.24%. Future company decisions will be highly influenced by this concentrated control, as reflected in these updated percentages.

Key Figures

Kwai Hoi MA beneficial ownership: 7,667,555 Ordinary Shares Kwai Hoi MA percent of class: 97.71% Bloomington DH Holdings Limited ownership: 6,267,555 Ordinary Shares +5 more

8 metrics

Kwai Hoi MA beneficial ownership 7,667,555 Ordinary Shares Represents 97.71% of Ordinary Shares as of June 1, 2026

Kwai Hoi MA percent of class 97.71% Percent of Real Messenger Ordinary Shares beneficially owned

Bloomington DH Holdings Limited ownership 6,267,555 Ordinary Shares Represents 79.24% of Ordinary Shares as of June 1, 2026

Subscription share count 1,837,680 Class B Ordinary Shares Issued at US$0.5912 per share under Subscription Agreement on March 25, 2026

Subscription total price US$1,086,438.46 Consideration paid for 1,837,680 Class B Ordinary Shares

Outstanding Ordinary Shares 11,408,961 shares 5,071,281 Class A and 6,337,680 Class B outstanding as of June 1, 2026

Class B voting rights 25 votes per share After Class Rights Variation; Class A remains at one vote per share

Released Holdback Shares 450,000 Class B Ordinary Shares Released from escrow on May 19, 2026 after Business Combination holdback period

Key Terms

Subscription Agreement, Class Rights Variation, Holdback Shares, Business Combination, +2 more

6 terms

Subscription Agreement financial

"entered into a Subscription Agreement with the Issuer, where the Issuer agreed to issue"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Class Rights Variation regulatory

"shareholders approved an increase in the voting rights attached to each Class B Ordinary Share of the Issuer from ten (10) votes to twenty-five (25) votes (the "Class Rights Variation")"

Holdback Shares financial

"450,000 Class B Ordinary Shares that had been held in escrow as holdback shares (the "Holdback Shares") were released"

Business Combination financial

"released upon expiration of the eighteen-month period following the date of the Business Combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

beneficially owns financial

"As of the date of this filing, Kwai Hoi MA beneficially owns 6,337,680 Class B Ordinary Shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Class B Ordinary Shares financial

"Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Real Messenger Corp

(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)

05/05/2026

(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 7,667,555.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,667,555.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,667,555.00

12

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

13

Percent of class represented by amount in Row (11)

97.71 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Comprised of (i) 5,137,680 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) 1,200,000 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) Pursuant to the Class Meeting and Annual General Meeting of the Issuer on May 5, 2026 during which the shareholders have approved the increase of voting rights attached to each Class B Ordinary Share, 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 twenty-five (25) 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 11,408,961 Ordinary Shares, consisting of 5,071,281 Class A Ordinary Shares and 6,337,680 Class B Ordinary Shares outstanding (including 450,000 Class B Ordinary Shares that were holdback shares which were released from escrow on May 19, 2026, being eighteen months from the closing of the Business Combination ) as of June 1, 2026, which information was provided by the Issuer to the Reporting Persons on June 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 6,267,555.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,267,555.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,267,555.00

12

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

13

Percent of class represented by amount in Row (11)

79.24 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Comprised of (i) 5,137,680 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) Pursuant to the Class Meeting and Annual General Meeting of the Issuer on May 5, 2026 during which the shareholders have approved the increase of voting rights attached to each Class B Ordinary Share, 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 twenty-five (25) 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 11,408,961 Ordinary Shares, consisting of 5,071,281 Class A Ordinary Shares and 6,337,680 Class B Ordinary Shares outstanding (including 450,000 Class B Ordinary Shares that were holdback shares which were release from escrow on May 19, 2026, being eighteen months from the closing of the Business Combination) as of June 1, 2026, which information was provided by the Issuer to the Reporting Persons on June 1, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: Real Messenger Corp
(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. 2 ("Amendment No. 2") 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, as amended by Amendment No. 1 on April 1, 2026. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
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. On May 5, 2025, the Issuer held its Class Meeting of the holders of its Class A Ordinary Shares ("Class Meeting") and 2026 Annual Meeting of Shareholders ("2026 AGM"), during which the shareholders approved an increase in the voting rights attached to each Class B Ordinary Share of the Issuer from ten (10) votes to twenty-five (25) votes (the "Class Rights Variation"). As a result of the shareholders' approval of the Class Rights Variation, the Issuer's memorandum and articles of association is being amended accordingly to reflect the Class Rights Variation. On May 19, 2026, a total of 450,000 Class B Ordinary Shares that had been held in escrow as holdback shares (the "Holdback Shares") were released upon expiration of the eighteen-month period following the date of the Business Combination. The Holdback Shares consisted of 330,000 Class B Ordinary Shares held in escrow for Bloomington DH Holdings Limited's holdback shares, and 120,000 Class B Ordinary Shares held in escrow for Edinburgh DH Holdings Limited's holdback shares.
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. 2 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. As of the date of this filing, Kwai Hoi MA beneficially owns 6,337,680 Class B Ordinary Shares, representing 100% of the Issuer's outstanding Class B Ordinary Shares. Bloomington DH Holdings Limited beneficially owns 5,137,680 Class B Ordinary Shares, representing 81.07% of the Issuer's outstanding Class B Ordinary Shares.
(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. 2 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. As a result of the Class Rights Variation and release of the Holdback Shares, Kwai Hoi MA's voting power has increased from 94.15% to 97.71% in the Issuer, and Bloomington DH Holdings Limited's voting power has increased from 76.95% to 79.24% in the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Proxy Statement and Notices of a Class Meeting and the 2026 AGM held on May 5, 2026 (filed as Exhibit 99.1 to the Issuer's Current Report on Form 6-K filed on April 21, 2026, as supplemented by Exhibit 99.1 to the Issuer's Current Report amended on Form 6-K/A filed on April 22, 2026, and incorporated by reference herein). Voting Results of the Class Meeting and 2026 AGM (filed as the Issuer's Current Report on Form 6-K on May 6, 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:	06/01/2026

Bloomington DH Holdings Limited

Signature:	/s/ Kwai Hoi Ma
Name/Title:	Kwai Hoi MA, Director
Date:	06/01/2026

FAQ

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

Kwai Hoi MA reports beneficial ownership of 7,667,555 Ordinary Shares, representing 97.71% of Real Messenger’s outstanding Ordinary Shares as of June 1, 2026, giving substantial economic and voting influence over the company.

How many Real Messenger shares does Bloomington DH Holdings Limited own?

Bloomington DH Holdings Limited beneficially owns 6,267,555 Ordinary Shares of Real Messenger, representing 79.24% of the outstanding Ordinary Shares. These holdings are 100% owned and controlled by Kwai Hoi MA, who has sole voting and dispositive power.

What is the Class Rights Variation at Real Messenger (RMSG)?

The Class Rights Variation increased voting power of Class B Ordinary Shares from ten to twenty-five votes per share, while Class A shares retain one vote. Class B shares remain convertible into Class A on a one-for-one basis, changing control dynamics without altering conversion terms.

What subscription transaction did Bloomington DH Holdings Limited complete?

On March 25, 2026, Bloomington DH Holdings Limited agreed to purchase 1,837,680 Class B Ordinary Shares of Real Messenger at US$0.5912 per share, for a total of US$1,086,438.46, increasing its Class B shareholdings and associated voting power.

What are the total outstanding shares of Real Messenger referenced in this filing?

The filing states there are 11,408,961 Ordinary Shares outstanding, comprising 5,071,281 Class A and 6,337,680 Class B shares, including 450,000 Class B Holdback Shares released from escrow on May 19, 2026, as of June 1, 2026.

How did voting power change for Kwai Hoi MA and Bloomington DH Holdings Limited?

Following the Class Rights Variation and Holdback Share release, Kwai Hoi MA’s voting power increased from 94.15% to 97.71%, while Bloomington DH Holdings Limited’s voting power rose from 76.95% to 79.24%, further concentrating control.