Welcome to our dedicated page for Real Messenger SEC filings (Ticker: RMSG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Real Messenger Corporation reported that Nasdaq has notified the company it is out of compliance with the exchange’s minimum stockholders’ equity requirement. The company’s reported stockholders’ equity was $1,110,873, below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1).
The notice does not immediately affect trading, and Real Messenger’s shares will continue to trade on the Nasdaq Capital Market under the symbol RMSG. The company has until May 21, 2026 to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to demonstrate compliance if the plan is accepted.
Management states it intends to regain compliance and is preparing a plan with financial projections, though there is no assurance these efforts will succeed. The company notes its business operations are not currently affected by the notification.
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.
Real Messenger Corporation reports unaudited results for the six months ended September 30, 2025, showing early-stage revenue but sizable losses and a going concern warning.
The company generated service fee income of $25,602 and a net loss of $2,383,928, wider than the prior-year loss of $1,635,923, driven mainly by higher general and administrative expenses of $1,955,245 and research and development of $285,405. Operating cash outflow was $1,556,984, reducing cash and cash equivalents to $846,174 from $2,575,225 at March 31, 2025.
Total assets were $1,343,376 and shareholders’ equity $1,110,873, with an accumulated deficit of $22,506,556. Management states that recurring losses, limited revenue and cash usage create substantial doubt about the ability to continue as a going concern, and the plan depends on cost control, revenue growth and additional financing. Subsequent to period end, the company agreed to issue 1,837,680 Class B shares at $0.5912 to a CEO-controlled entity to settle $1,086,438 of related-party payables, subject to Nasdaq review.
Real Messenger Corporation has disclosed that, as a foreign private issuer, it will follow Cayman Islands governance practices instead of certain Nasdaq shareholder-approval rules. The company has elected a home country rule exemption from Nasdaq Rule 5635(a), (b), (c) and (d), which normally require shareholder approval for specific dilutive share issuances, change-of-control transactions, and equity compensation plans.
The company’s Cayman counsel, Ogier, confirmed that Cayman law and the company’s amended and restated memorandum and articles of association do not require compliance with these Nasdaq shareholder-approval provisions. Apart from this exemption, the company states its corporate governance practices do not materially differ from those of U.S. domestic Nasdaq-listed companies.
Real Messenger Corporation entered into a Subscription Agreement with its existing shareholder Bloomington DH Holdings, an entity wholly controlled by CEO and Chairman Kwai Hoi Ma. The company will issue 1,837,680 Class B ordinary shares at US$0.5912 per share, for a total of US$1,086,438.46.
The purchase price is fully settled by offsetting the same amount of working capital funding previously provided by the purchaser, so no new cash is received. After this issuance, Mr. Ma’s beneficial ownership rises from 56.21% to 63.26% of aggregate Class A and B shares, and his voting power increases from 83.54% to 87.96%, further concentrating control.
Real Messenger Corp director Ko Felix Tak Shing filed an initial ownership report as a director of the company. The filing does not list any stock purchases, sales, or other transactions, and it contains no derivative holdings, focusing solely on establishing his reporting status as an insider.
Real Messenger Corporation reported that it has signed a non-binding memorandum of understanding with a publicly traded U.S. real estate brokerage to explore deploying its integrated real estate technology platform across the brokerage’s agent network.
The parties will evaluate using Real Messenger’s CRM, messaging and communication tools, listing management, lead generation, transaction management, and analytics within the brokerage. Any rollout would occur under a commercial licensing and services agreement and would require a definitive contract, which is not yet in place and may never be reached.
Real Messenger Corp director and Chief Executive Officer Ma Kwai Hoi filed an initial statement of beneficial ownership. The filing shows indirect holdings of 1,129,875 Class A Ordinary Shares and 2,970,000 Class B Ordinary Shares through Bloomington DH Holdings Limited, which is owned and controlled by him.
It also reports indirect holdings of 200,000 Class A Ordinary Shares and 1,080,000 Class B Ordinary Shares through Edinburgh DH Holdings Limited, a holding company owned and controlled by his spouse. The Form 3 records existing positions and does not report any new share purchases or sales.
Real Messenger Corp director files initial ownership report. Chung Wai Keung David, a director of Real Messenger Corp (ticker RMSG), submitted a Form 3, which is the initial statement of beneficial ownership for insiders. The filing does not list any stock transactions or specific holdings in the provided excerpt.
Real Messenger Corp reported that Acting Chief Financial Officer Ho Yee Ling filed an initial Form 3, which is a required disclosure of insider holdings. This filing shows no reported transactions or derivative positions and serves as a baseline record of insider status at the company.