Business Context and Reporting Period
This filing is a Shell Company Report on Form 20-F for Real Messenger Corporation (the "Company"), a Cayman Islands exempted company. The report documents the completion of a Business Combination between Nova Vision Acquisition Corp. ("Nova SPAC") and Real Messenger Holdings Limited ("RMHL"). The transaction closed on November 19, 2024. Following the closing, the Company's Class A ordinary shares and warrants began trading on the Nasdaq Capital Market under the symbols RMSG and RMSGW, respectively.
Key Financial Metrics
The filing provides unaudited pro forma combined capitalization data as of March 31, 2024, reflecting the Business Combination. Detailed revenue, profit, and cash flow statements for the current period are incorporated by reference from the Proxy Statement and are not explicitly detailed in this text.
| Metric | Value (Pro Forma as of March 31, 2024) |
|---|---|
| Cash and Cash Equivalents | $8,305,000 |
| Total Equity | $8,656,000 |
| Current Debt | $302,000 |
| Non-Current Debt | $0 |
| Total Indebtedness | $302,000 |
| Total Capitalization | $8,354,000 |
Share Capital: As of November 19, 2024, the Company has 4,821,298 Class A ordinary shares and 4,500,000 Class B ordinary shares outstanding.
Material Changes and Transaction Details
- Business Combination Closing: The merger between Nova SPAC and RMHL was completed on November 19, 2024. Nova SPAC merged into Real Messenger Corporation (PubCo), and RMHL became a wholly-owned subsidiary of PubCo.
- Redemptions: Shareholders holding 200,133 of Nova SPAC's public ordinary shares exercised their right to redeem. Approximately $2,507,666 (approx. $12.53 per share) was removed from the Trust Account to pay these holders.
- Post-Closing Share Count: Following redemptions, Nova SPAC had 9,919 public ordinary shares outstanding prior to the final exchange. The total ordinary shares outstanding immediately post-combination is approximately 9,321,298.
- Employee Count: The Company currently employs 19 people, with 16 (84%) based in Hong Kong. This represents a decrease from 32 employees as of July 31, 2023.
Guidance, Outlook, and Risks
Management Commentary: The filing incorporates by reference the "Management's Discussion and Analysis" from the Proxy Statement for detailed operational reviews. The Company states it has no current plans to pay dividends.
Risks and Contingencies:
- Forward-Looking Statements: The report contains forward-looking statements regarding future results and performance, which are subject to significant risks and uncertainties. Actual results may differ materially.
- Going Concern: The audited financial statements for Nova Vision Acquisition Corp. included in the Proxy Statement contained an explanatory paragraph relating to substantial doubt about the ability to continue as a going concern prior to the combination.
- Concentration of Ownership: Kwai Hoi Ma (Thomas Ma) and his related entities hold a significant portion of the voting power (approx. 90.72% combined voting power for Ma and related entities), which may influence corporate decisions.
Investor Verification Checklist
- Verify the full text of the Proxy Statement filed on August 19, 2024, for detailed financial statements, risk factors, and management discussion not fully contained in this Shell Company Report.
- Confirm the pro forma financial information (Exhibit 15.1) to understand the combined financial position post-merger.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for governance changes and shareholder rights.
- Monitor the voting power concentration held by Kwai Hoi Ma and related entities (Bloomington DH Holdings, Edinburgh DH Holdings) to assess control risks.
- Check for any subsequent filings regarding the use of proceeds from the Business Combination and the status of the warrants (RMSGW).