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