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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 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.
Real Messenger Corporation reported that Nasdaq has notified the company its class A ordinary shares no longer meet the Nasdaq Capital Market’s minimum bid price requirement of $1.00 per share, after trading below that level for 30 consecutive business days from January 29 to March 12, 2026.
The notice does not immediately affect the listing or trading of the shares. Real Messenger has 180 calendar days, until September 9, 2026, to regain compliance by achieving a closing bid of at least $1.00 for 10 consecutive business days. The company may use a reverse stock split to help regain compliance.
If compliance is not regained by September 9, 2026, Real Messenger may qualify for an additional 180-day cure period if it meets other Nasdaq listing standards and indicates an intention to remedy the deficiency, potentially via a reverse split. Otherwise, its securities could be subject to delisting. The company is monitoring its share price and evaluating options but cautions that there is no assurance it will regain or maintain compliance.
Real Messenger Corporation reported that director Wing-Ho Ngan has resigned from its board of directors, effective January 28, 2026. The company stated that his resignation did not arise from any disagreement with Real Messenger or its subsidiaries regarding their operations, policies, or practices.