Real Messenger Amends 20-F to Add Clawback Policy

TL;DR

**RMSGW's 20-F/A is a non-event, merely adding a clawback policy; don't expect price movement.**

AI Summary

Real Messenger Corporation (RMSGW) filed an Amendment No. 1 on Form 20-F/A on August 20, 2025, solely to include its Clawback Policy as Exhibit 97.1. This amendment pertains to the company's Annual Report on Form 20-F for the fiscal year ended March 31, 2025, which was originally filed on July 31, 2025. The filing explicitly states that this amendment does not affect any other parts of the original filing or reflect events occurring after July 31, 2025. As of the close of the period covered by the annual report, Real Messenger had 4,821,281 Class A Ordinary Shares, 4,050,000 Class B Ordinary Shares, and 6,546,254 warrants outstanding. The company's Class A Ordinary Shares (RMSG) and Warrants (RMSGW) are both registered on The Nasdaq Stock Market LLC. The filing also confirms the company's compliance with SEC reporting requirements, having filed all required reports during the preceding 12 months and being subject to filing requirements for the past 90 days.

Why It Matters

This amendment, while seemingly minor, signals Real Messenger's commitment to corporate governance and compliance with evolving regulatory standards, specifically regarding executive compensation. For investors, the inclusion of a Clawback Policy provides an additional layer of protection against financial misconduct, potentially reducing long-term risk associated with executive incentives. In a competitive real estate technology market, robust governance can enhance investor confidence and differentiate RMSGW from peers. Employees and customers may also view this as a positive sign of ethical leadership, fostering trust in the company's operations and stability.

Risk Assessment

Risk Level: low — The risk level is low because this 20-F/A filing is solely an amendment to include a Clawback Policy as Exhibit 97.1, as explicitly stated in the 'EXPLANATORY NOTE'. It does not alter any financial statements, operational details, or reflect new events, thus posing no new material risks to the company's financial health or operational outlook.

Analyst Insight

Investors should view this filing as a routine compliance update rather than a catalyst for investment decisions. No immediate action is required based on this specific amendment, but it reinforces the importance of reviewing the full original 20-F for comprehensive financial and operational details.

Key Numbers

• 4,821,281 — Class A Ordinary Shares outstanding (As of the close of the period covered by the annual report)
• 4,050,000 — Class B Ordinary Shares outstanding (As of the close of the period covered by the annual report)
• 6,546,254 — Warrants outstanding (As of the close of the period covered by the annual report)
• $0.0001 — Par value per Class A Ordinary Share (Indicates the nominal value of the shares)

Key Players & Entities

• Real Messenger Corporation (company) — Registrant filing the 20-F/A
• U.S. Securities and Exchange Commission (regulator) — Regulatory body receiving the filing
• Kwai Hoi Ma (person) — Chief Executive Officer and Chairman of the Board of Directors
• The Nasdaq Stock Market LLC (regulator) — Exchange where RMSG and RMSGW are registered
• $0.0001 (dollar_amount) — Par value per Class A Ordinary Share
• 4,821,281 (dollar_amount) — Number of outstanding Class A Ordinary Shares
• 4,050,000 (dollar_amount) — Number of outstanding Class B Ordinary Shares
• 6,546,254 (dollar_amount) — Number of outstanding warrants
• March 31, 2025 (date) — Fiscal year end covered by the annual report
• July 31, 2025 (date) — Original filing date of the Annual Report on Form 20-F

FAQ

Industry Context

Real Messenger Corporation operates in the messaging and communication technology sector. This industry is characterized by rapid innovation, intense competition from established players and emerging startups, and a constant need to adapt to evolving user preferences and technological advancements. Key trends include the integration of AI, enhanced security features, and the expansion into new communication modalities.

Regulatory Implications

The filing of the Clawback Policy as Exhibit 97.1 indicates the company's adherence to evolving corporate governance and executive compensation regulations, particularly those related to the recovery of incentive-based compensation. This demonstrates a commitment to compliance with SEC requirements, including those mandated by Rule 10D-1.

What Investors Should Do

1. Review the Clawback Policy
2. Note the limited scope of the amendment
3. Monitor outstanding share and warrant counts

Key Dates

• 2025-03-31: Fiscal year end — Marks the end of the reporting period for the annual report.
• 2025-07-31: Original Form 20-F filing — Initial submission of the annual report for the fiscal year ended March 31, 2025.
• 2025-08-20: Form 20-F/A Amendment No. 1 filing — Solely to include the Clawback Policy as Exhibit 97.1, without altering other content or reflecting post-filing events.

Glossary

Form 20-F/A

An amendment to a company's annual report on Form 20-F, used to correct or supplement previously filed information. (This filing is an amendment to the company's annual report, specifically to add an exhibit.)

Clawback Policy

A policy that allows a company to recover incentive-based compensation previously awarded to executives under certain circumstances, such as financial restatements. (The primary purpose of this amendment is to file the company's Clawback Policy as an exhibit.)

Class A Ordinary Shares

A class of common stock issued by the company, with a par value of $0.0001 per share. (Represents a significant portion of the company's outstanding equity, with 4,821,281 shares outstanding.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase shares of the company's stock at a specified price within a certain timeframe. (The company has 6,546,254 warrants outstanding, which are registered on The Nasdaq Stock Market LLC.)

Par value

A nominal value assigned to a share of stock, often a very small amount, with little relation to the market value. (The Class A Ordinary Shares have a par value of $0.0001, indicating a nominal accounting value.)

Year-Over-Year Comparison

This filing is an amendment (Form 20-F/A) to the original Form 20-F filed on July 31, 2025. It does not present new financial data or operational updates from the prior year's reporting period. The amendment's sole purpose is to incorporate the company's Clawback Policy as an exhibit, indicating a focus on corporate governance and compliance rather than a change in financial performance or strategic direction compared to the original filing.

Key Financial Figures

• $0.0001 — ed Class A Ordinary Shares, par value $0.0001 per share RMSG The Nasdaq Stock Mar

Filing Documents

• form20-fa.htm (20-F/A) — 74KB
• ex97-1.htm (EX-97.1) — 39KB
• 0001641172-25-024911.txt ( ) — 422KB
• rmsg-20250331.xsd (EX-101.SCH) — 4KB
• rmsg-20250331_def.xml (EX-101.DEF) — 30KB
• rmsg-20250331_lab.xml (EX-101.LAB) — 54KB
• rmsg-20250331_pre.xml (EX-101.PRE) — 38KB
• form20-fa_htm.xml (XML) — 11KB

Description of Securities registered under Section 12 of the Exchange Act

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

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

View Full Filing

View this 20-F/A filing on SEC EDGAR