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Real Messenger Corporation reports that it believes it has regained compliance with Nasdaq’s minimum stockholders’ equity requirement of $2,500,000 for continued listing. The company had previously reported stockholders’ equity of $1,110,873, which triggered a Nasdaq deficiency notice.
To address this, Real Messenger completed a best-efforts public offering of 5,714,284 units at US$0.70 per unit. The transaction generated approximately US$4.0 million in gross proceeds and about US$3.5 million in net proceeds, which increased stockholders’ equity above the required threshold. Nasdaq granted the company an extension through October 3, 2026 to evidence continued compliance. Nasdaq will keep monitoring the equity level, and the company may face delisting if future filings do not show ongoing compliance.
Real Messenger Corporation completed a US$4.0 million public unit offering to raise growth capital. The company sold 5,714,284 units at US$0.70 per unit on a best-efforts basis, with each unit including either one Class A ordinary share or a pre-funded warrant plus a common warrant.
Each common warrant is immediately exercisable at US$0.70 and expires five years after issuance, while placement agent Maxim Group LLC receives a 6.5% cash fee, up to US$80,000 of expenses and warrants for 171,428 shares at US$0.70. Directors, officers and major shareholders agreed to six‑month lock-ups, and the company plans to use net proceeds for potential mergers and acquisitions, working capital and general corporate purposes.
Real Messenger Corporation is offering on a best efforts basis up to 5,714,284 Units at $0.70 per Unit. Each Unit consists of one Class A Ordinary Share (or one Pre-Funded Warrant in lieu of a share) and one Common Warrant exercisable at $0.70 for five years. The offering includes Placement Agent Warrants equal to 3.0% of Class A Ordinary Shares sold and contains a 4.99% beneficial ownership cap (electable to 9.99%) on Pre-Funded Warrant exercises. Proceeds are intended primarily for potential mergers and acquisitions, with remaining use for working capital and general corporate purposes; this is a best-efforts, single-closing offering.
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%.
Real Messenger Corporation files a preliminary Form F-1 to register up to 6,802,721 Units, each Unit comprised of one Class A Ordinary Share (or one Pre-Funded Warrant in lieu thereof) and one Common Warrant, at an assumed public offering price of $1.47 per Unit. The offering contemplates up to 204,081 Placement Agent Warrants and registers underlying Class A Ordinary Shares issuable upon exercise. Prior to the offering the company had 4,755,277 Class A Ordinary Shares outstanding and expects 11,557,998 Class A Ordinary Shares outstanding immediately after the offering (assuming issuance as described). The Pre-Funded Warrants carry a remaining exercise price of $0.0001 per share and the Common Warrants have an initial exercise price of $1.47 per share and five-year terms. The prospectus discloses material risks including limited operating history, PRC/Hong Kong regulatory uncertainty, Nasdaq listing compliance notices, and governance concentration through Class B voting rights.
Real Messenger Corp amendment to a Schedule 13G/A reports that Alta Partners LLC beneficially owns 1,012,213 Class A ordinary shares, representing Class A shares issuable upon exercise of outstanding warrants. The filing states this equals 8.5% of the class and shows Alta Partners has sole voting and dispositive power over these shares.
Real Messenger Corporation disclosed that it has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq confirmed that the company’s class A ordinary shares closed at or above $1.00 per share for 10 consecutive business days from April 22 to May 5, 2026, resolving a prior deficiency triggered when the stock traded below $1.00 for 30 straight business days earlier in the year. The matter is now closed and the company remains listed on Nasdaq.
The filing also highlights that Real Messenger is a real estate technology platform founded in 2022, serving over 1 million users across 35 countries, with primary reach in the U.S. and growing presence in the U.K. and Australia.
Real Messenger Corporation reported results of its Class A Meeting and 2026 Annual Meeting. Class A shareholders approved increasing the voting rights of each Class B Ordinary Share from ten to twenty-five votes, subject to Class B class consent.
At the Annual Meeting, shareholders re-elected four directors, approved Marcum Asia CPAs LLP as auditor for the year ending March 31, 2026, and passed a special resolution to adopt a second amended and restated memorandum and articles of association tied to the Class B voting-rights change. Shareholders also approved a proposal allowing the meeting to be adjourned if more time is needed to gather votes on key items.
Real Messenger Corporation filed an amended Form 6-K to add Appendix 1, the proposed second amended and restated memorandum and articles of association referenced in its earlier filing. The attached Cayman charter, adopted by special resolution on 5 May 2026, defines the company’s share classes, governance framework, and shareholder meeting procedures.