Real Messenger Corp. Files 20-F as Shell Company

TL;DR

Real Messenger Corp. is now a shell company, filing its 20-F on Nov 25, 2024.

AI Summary

Real Messenger Corp. filed a 20-F report on November 25, 2024, indicating it is a shell company as of November 19, 2024. The company is incorporated in the Cayman Islands and its principal executive offices are located at 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626. The filing is for the fiscal year ended November 19, 2024.

Why It Matters

This filing signifies a change in Real Messenger Corp.'s status to a shell company, which could impact its future operations, regulatory obligations, and investor relations.

Risk Assessment

Risk Level: medium — As a shell company, Real Messenger Corp. lacks current operations, presenting inherent risks related to its future business direction and potential for reverse mergers or acquisitions.

Key Numbers

• 001-42413 — SEC File Number (Identifies the company's filing history with the SEC.)
• 0001983324 — Central Index Key (Unique identifier for the company in the SEC's EDGAR system.)

Key Players & Entities

• Real Messenger Corp. (company) — Filer of the 20-F report
• November 19, 2024 (date) — Date of event requiring shell company report
• November 25, 2024 (date) — Filing date of the 20-F
• Cayman Islands (jurisdiction) — Jurisdiction of incorporation
• 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626 (address) — Principal executive offices
• Mr. Kwai Hoi Ma (Thomas Ma) (person) — Contact person for investor relations

FAQ

Key Financial Figures

• $0.0001 — red Class A ordinary shares par value $0.0001 per share RMSG NASDAQ Capital Marke
• $11.50 — ordinary share at an exercise price of $11.50 per full share RMSGW NASDAQ Capital
• $2,507,666 — unt”). As a result, approximately $2,507,666 (approximately $12.53 per share) was re
• $12.53 — approximately $2,507,666 (approximately $12.53 per share) was removed from the Trust A

Filing Documents

• form20-f.htm (20-F) — 199KB
• ex3-1.htm (EX-3.1) — 441KB
• ex15-1.htm (EX-15.1) — 232KB
• ex23-1.htm (EX-23.1) — 3KB
• form20-f_001.jpg (GRAPHIC) — 53KB
• ex23-1_001.jpg (GRAPHIC) — 9KB
• 0001493152-24-047609.txt ( ) — 962KB

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 8 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 8 PART II 9 PART III 10 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 10 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 10 ITEM 19. EXHIBIT INDEX 10 -i- CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) is being filed by Real Messenger Corporation., a Cayman Islands exempted company (“PubCo”). Unless otherwise indicated, “we,” “us,” “our,” “PubCo,” and the “Company”, and similar terminology refer to Real Messenger Corporation. This Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the “Risk Factors” section of PubCo’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2024, which are incorporated herein by reference. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of

Risk Factors

Risk Factors The risk factors associated with the Company’s business are described in the Proxy Statement in the section entitled “Risk Factors” beginning on page 32 thereof and are incorporated herein by reference. 1 ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company Nova SPAC Nova Vision Acquisition Corp. (“Nova SPAC”) was a blank check company incorporated on March 18, 2021 under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”). All of Nova SPAC’s activities since inception through the completion of the Business Combination have related to its formation and initial public offering, and since the closing of its initial public offering, a search for a business combination candidate, resulting in the Business Combination. Nova SPAC’s principal place of business was located at 2 Havelock Road #07-12, Singapore 059763 prior to the Business Combination. The Company Real Messenger Corporation was incorporated in the Cayman Islands on June 27, 2023 as an exempted company with limited liability for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Real Messenger following the Business Combination. The Company’s principal place of business is located at 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626 and its telephone number is +1-657-408-8684. B. Business Overview A description of the business of the Company is included in the Proxy Statement in the sections entitled “Business of Real Messenger” (beginning on page 104 thereof), “Nova Vision’s Business” (beginning on page 131 th

of this Report

Item 18 of this Report. B. Significant Changes Not applicable ITEM 9. THE OFFER AND LISTING A. Offer and Listing Details The Company’s Class A ordinary shares and warrants trade on the Nasdaq under the symbols RMSG and RMSGW, respectively. B. Plan of Distribution Not applicable C. Markets The Company’s ordinary shares and warrants trade on the Nasdaq under the symbols RMSG and RMSGW, respectively. D. Selling Shareholders Not applicable E.

Dilution

Dilution Not applicable 6 F. Expenses of the Issue Not applicable ITEM 10. ADDITIONAL INFORMATION A. Share Capital At the EGM, Nova SPAC’s stockholders also approved the Amended and Restated Memorandum and Articles of Association (“Amended Charter”) to, among other things, remove provisions applicable to blank check companies and to change Nova SPAC’s name to “Real Messenger Corporation”. The Amended Charter, which became effective upon filing with the General Registry of the Cayman Islands on November 12, 2024, includes the amendments proposed by Proposal No. 4, the Governance Proposal, as set forth in the Proxy The Amended Charter is filed herewith as Exhibit 3.1 to this Form 20-F, and incorporated herein by reference. B. Memorandum and Articles of Association We are an exempted company incorporated under the laws of the Cayman Islands and our affairs are governed by our Amended and Restated Memorandum and Articles of Association, as amended and restated from time to time, and Companies Law (2020 Revision) of the Cayman Islands, which we refer to as the Companies Law below, and the common law of the Cayman Islands. The Amended Charter is filed herewith as Exhibit 3.1 to this Form 20-F, and incorporated herein by reference. The description of the Amended Charter contained in the Proxy Statement in the section titled “Description of PubCo’s Securities” beginning on Page 176 thereof is incorporated herein by reference. Registered Office and Objects Our registered office in the Cayman Islands is the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide. According to Clause 3 of our Amended Charter, the objects for which we are established are unrestricted and we shall have full power and authority to carry out any object not prohibited by the Comp

View Full Filing

View this 20-F filing on SEC EDGAR