Business Context and Reporting Period
Real Messenger Corporation (the "Company") filed this Form 6-K for the month of June 2026. The filing reports the pricing and closing of a public equity offering completed on June 9, 2026. The Company is a foreign private issuer headquartered in Costa Mesa, California.
Key Financial Metrics and Transaction Details
- Gross Proceeds: Approximately US$4.0 million.
- Offering Price: US$0.70 per Unit.
- Units Sold: 5,714,284 Units (on a best-efforts basis).
- Unit Composition: One Class A ordinary share (or Pre-Funded Warrant) and one Common Warrant.
- Placement Agent Fees: 6.5% of gross proceeds plus reimbursement of legal fees up to US$80,000.
- Placement Agent Warrants: 171,428 warrants (3.0% of shares sold) issued to Maxim Group LLC.
Material Changes and Transaction Structure
The Company executed securities purchase agreements on June 8, 2026, and closed the transaction on June 9, 2026. The offering was registered under Form F-1 (File No. 333-296226), declared effective on June 8, 2026. The transaction involves the issuance of Common Warrants exercisable immediately at $0.70, expiring on the fifth anniversary of issuance. Pre-Funded Warrants were offered at $0.6999 per unit.
Guidance, Outlook, and Restrictions
- Use of Proceeds: Net proceeds will be used for potential mergers and acquisitions, working capital, general corporate purposes, and investments in complementary businesses or technologies.
- Lock-Up Agreements: Directors, officers, and holders of 5% or more of outstanding shares are subject to a six-month lock-up period following the closing.
- Issuance Restrictions: The Company agreed not to issue or announce the issuance of Class A Ordinary Shares or related securities for 60 days post-closing. Additionally, no Variable Rate Transactions are permitted for six months post-closing.
- Risks: The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially due to risks and uncertainties.
Investor Verification Checklist
- Verify the final net proceeds after deducting the 6.5% placement fee and the up to $80,000 legal reimbursement.
- Confirm the exact number of Pre-Funded Warrants versus Class A Ordinary Shares sold to assess immediate dilution.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.2) for specific anti-dilution adjustment mechanics.
- Monitor the Company's capital allocation strategy regarding the stated intent for mergers and acquisitions.
- Check for any subsequent filings regarding the exercise of the Placement Agent Warrants or Common Warrants.