Correspondence 0001493152-23-036607 from Real Messenger Corp (RMSG) (CIK 0001983324) (RMSG)
Real Messenger Corp (RMSG) (CIK 0001983324)
Date: Oct. 10, 2023 · CIK: 0001983324 · Accession: 0001493152-23-036607
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273102
Referenced dates: September 12, 2023
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Re: Real Messenger Corp. Amendment No. 1 to Registration Statement on Form F-4 Filed August 21, 2023 File No. 333-273102
Dear Mr. Derby and Mr. Pattan:
As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated September 12, 2023 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Amendment No. 1 to Registration Statement on Form F-4 (the “Form F-4”).
For the Staff’s convenience, each of the Staff’s comments has been stated below in its entirety, with the Company’s response set out immediately underneath each comment.
Amendment No. 1 to Registration Statement on Form F-4 filed August 22, 2023
Cover page
1. Please explain what the reference to “ninth note” issued on July 3, 2023 for $350,000 in your definition of references to “Notes,” or revise as necessary. In this regard, according to the disclosures in Nova Vision’s June 30, 2023 Form 10-Q, it appears the ninth note was issued on July 5, 2023 for $75,030.
Response: The Company has amended the cover page in response to the Staff’s comments.
2. You state here and elsewhere throughout the filing that the Merger Consideration will be paid in the form of 4,500,000 newly issued PubCo Ordinary Shares that will be paid 20% in PubCo Class A Ordinary Shares and 80% in PubCo Class B Ordinary Shares. However, you also refer to the issuance of 450,000 PubCo Class A Ordinary Shares and 4,050,000 PubCo Class B Ordinary Shares, which would equate to an allocation of 10% to Class A and 90% to Class B Ordinary Shares. Please explain this apparent inconsistency or revise as necessary.
Response: The Company has amended the cover page, page 17 and F-36 in response to the Staff’s comments.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
Page 2
3. We note your response to prior comment 17. To the extent material, provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose the location of your auditor’s headquarters and whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will affect your company.
Response: The Company has amended the cover page in response to the Staff’s comments.
Prospectus Summary, page 1
4. In your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Response: The Company has amended pages 24, 25, and 45-49 in response to the Staff’s comments.
5. Disclose each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to foreign investors. State whether you or your subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve the operations of your subsidiaries, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.
Response: The Company has amended page 47 in response to the Staff’s comments.
Questions and Answers About the Business Combination and the Extraordinary General Meeting
What happens to the funds deposited in the Trust Account following the Business Combination, page 11
6. Please provide us with the calculations that support the $17,171,788 cash held in the Trust as of August 21, 2023 both here and on page 14, or revise your disclosures as necessary.
Response: The Company has amended pages 11 and 14 in response to the Staff’s comments.
Page 3
Risk Factors, page 28
7. We note your response to our prior comment 7 and reissue the comment. Please include a corresponding risk factor for each risk mentioned in the risk factor summary and provide detailed discussion of why these factors pose a risk to public shareholders.
Response: The Company has amended page 26 in response to the Staff’s comments.
8. To the extent the Chinese government is able to exert significant oversight and discretion over the conduct of your business, please revise to highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of the securities you are registering. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Response: The Company has amended pages 48-49 in response to the Staff’s comments.
Risks Related to Real Messenger’s Business
We have identified material weaknesses in our internal control over financial reporting..., page 42
9. We note your revised disclosures in response to prior comment 9 . Please further revise to clarify which steps in your remediation efforts, if any, you have begun. In this regard, you state “we intend to take” a number of measures to remediate the material weakness, which implies you have not yet begun such efforts. However, you also state that you can give no assurance that the measures “we have taken” or plan to take in the future will remediate the material weakness. To the extent you have begun such efforts, revise to disclose any material costs incurred to date as part of your remediation plan.
Response: The Company has amended page 44 in response to the Staff’s comments.
Risks Related to Nova Vision and the Business Combination
Nova Vision has identified a material weakness in its internal control over financial reporting..., page 46
10. Please further revise the risk factor that you added in response to prior comment 10 to also address the material weaknesses in Nova Vision’s internal control over financial reporting. Address the steps taken or those that will be taken, to remediate such weaknesses and the resulting conclusions on Nova Vision’s internal control over financial reporting.
Response: The Company has amended page 53 in response to the Staff’s comments.
Risks Related to PubCo’s Securities
Pubco will be “an emerging growth company,” as defined under the federal securities laws..., page 58
11. We note your revised disclosures in response to prior comment 12 where you state that Real Messenger Corporation “intends” not to opt out of the extended transition period for complying with new or revised accounting standards. Please further revise to disclose the actual election made by Real Messenger Corporation. In this regard, Question 13 of the Jumpstart Our Business Startups Act FAQs states that an emerging growth company must make such election at the time the company is first required to file a registration statement.
Response: The Company has amended page 67 to address the Staff’s comments and clarify, consistent with the disclosures set forth on pages F-10 and F-28, to clarify that Real Messenger Corporation has not opted out of the extended transition period for complying with new or revised accounting standards.
Page 4
Proposal No. 2: The Acquisition Merger Proposal
Certain Projected Information of Real Messenger, page 86
12. We note the term of the projections and the significantly reduced Merger Consideration. Please explain the basis of the projections beyond year three and clearly describe how the assumptions relate to and resulted in the projected financial information, identifying the limitations of the projections, and addressing the expected Merger Consideration at the time the projections were provided. It should be clear from your revisions how the projected growth rates are sustainable over the selected period of time, and why assuming such growth rates is reasonable. In addition, revise to provide additional detail concerning the assumptions underlying each projected metric included in each table.
Response: The Company has amended pages 92-95 in response to the Staff’s comments.
Business of Real Messenger
Overview, page 95
13. We note that a majority of your development team are employed by Real Corporation Limited, a Hong Kong entity, and all five of your directors reside in Hong Kong. Please revise to provide a detailed discussion regarding the type
Show Raw Text
CORRESP
1
filename1.htm
Loeb
& Loeb LLP
2206-19
Jardine House 1
Connaught
Road Central
Hong Kong SAR
Main
+852-3923-1111
Fax +852-3923-1100
October
10, 2023
Via
Edgar Transmission
Mr.
Matthew Derby
Mr.
Austin Pattan
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Trade & Services
Washington,
D.C. 20549
Re:
Real
Messenger Corp.
Amendment
No. 1 to Registration Statement on Form F-4
Filed
August 21, 2023
File
No. 333-273102
Dear
Mr. Derby and Mr. Pattan:
As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated September 12, 2023 from the
Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Amendment No. 1 to Registration Statement on Form F-4 (the “Form F-4”).
For
the Staff’s convenience, each of the Staff’s comments has been stated below in its entirety, with the Company’s response
set out immediately underneath each comment.
Amendment
No. 1 to Registration Statement on Form F-4 filed August 22, 2023
Cover
page
1. Please
explain what the reference to “ninth note” issued on July 3, 2023 for $350,000
in your definition of references to “Notes,” or revise as necessary. In this
regard, according to the disclosures in Nova Vision’s June 30, 2023 Form 10-Q, it appears
the ninth note was issued on July 5, 2023 for $75,030.
Response:
The Company has amended the cover page in response to the Staff’s comments.
2. You
state here and elsewhere throughout the filing that the Merger Consideration will be paid
in the form of 4,500,000 newly issued PubCo Ordinary Shares that will be paid 20% in PubCo
Class A Ordinary Shares and 80% in PubCo Class B Ordinary Shares. However, you also refer
to the issuance of 450,000 PubCo Class A Ordinary Shares and 4,050,000 PubCo Class B Ordinary
Shares, which would equate to an allocation of 10% to Class A and 90% to Class B Ordinary
Shares. Please explain this apparent inconsistency or revise as necessary.
Response:
The Company has amended the cover page, page 17 and F-36 in response to the Staff’s comments.
Los
Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For
the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability
partnership.
Page 2
3. We
note your response to prior comment 17. To the extent material, provide prominent disclosure
about the legal and operational risks associated with being based in or having the majority
of the company’s operations in China. Your disclosure should make clear whether these
risks could result in a material change in your operations and/or the value of the securities
you are registering for sale or could significantly limit or completely hinder your ability
to offer or continue to offer securities to investors and cause the value of such securities
to significantly decline or be worthless. Your disclosure should address how recent statements
and regulatory actions by China’s government, such as those related to the use of variable
interest entities and data security or anti-monopoly concerns, have or may impact the company’s
ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange. Please disclose the location of your auditor’s headquarters and whether and
how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, and related regulations will affect your company.
Response:
The Company has amended the cover page in response to the Staff’s comments.
Prospectus
Summary, page 1
4. In
your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For example,
specifically discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change quickly
with little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale. Acknowledge
any risks that any actions by the Chinese government to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or
be worthless.
Response:
The Company has amended pages 24, 25, and 45-49 in response to the Staff’s comments.
5. Disclose
each permission or approval that you or your subsidiaries are required to obtain from Chinese
authorities to operate your business and to offer the securities being registered to foreign
investors. State whether you or your subsidiaries are covered by permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China
(CAC) or any other governmental agency that is required to approve the operations of your
subsidiaries, and state affirmatively whether you have received all requisite permissions
or approvals and whether any permissions or approvals have been denied. Please also describe
the consequences to you and your investors if you or your subsidiaries: (i) do not receive
or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
Response:
The Company has amended page 47 in response to the Staff’s comments.
Questions
and Answers About the Business Combination and the Extraordinary General Meeting
What
happens to the funds deposited in the Trust Account following the Business Combination, page 11
6. Please
provide us with the calculations that support the $17,171,788 cash held in the Trust as of
August 21, 2023 both here and on page 14, or revise your disclosures as necessary.
Response:
The Company has amended pages 11 and 14 in response to the Staff’s comments.
Page 3
Risk
Factors, page 28
7. We
note your response to our prior comment 7 and reissue the comment. Please include a corresponding
risk factor for each risk mentioned in the risk factor summary and provide detailed discussion
of why these factors pose a risk to public shareholders.
Response:
The Company has amended page 26 in response to the Staff’s comments.
8. To
the extent the Chinese government is able to exert significant oversight and discretion over
the conduct of your business, please revise to highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of the securities you are registering.
Also, given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Response:
The Company has amended pages 48-49 in response to the Staff’s comments.
Risks
Related to Real Messenger’s Business
We
have identified material weaknesses in our internal control over financial reporting..., page 42
9. We
note your revised disclosures in response to prior comment 9 . Please further revise
to clarify which steps in your remediation efforts, if any, you have begun. In this regard,
you state “we intend to take” a number of measures to remediate the material
weakness, which implies you have not yet begun such efforts. However, you also state that
you can give no assurance that the measures “we have taken” or plan to take in
the future will remediate the material weakness. To the extent you have begun such efforts,
revise to disclose any material costs incurred to date as part of your remediation plan.
Response:
The Company has amended page 44 in response to the Staff’s comments.
Risks
Related to Nova Vision and the Business Combination
Nova
Vision has identified a material weakness in its internal control over financial reporting..., page 46
10. Please
further revise the risk factor that you added in response to prior comment 10 to also
address the material weaknesses in Nova Vision’s internal control over financial reporting.
Address the steps taken or those that will be taken, to remediate such weaknesses and the
resulting conclusions on Nova Vision’s internal control over financial reporting.
Response:
The Company has amended page 53 in response to the Staff’s comments.
Risks
Related to PubCo’s Securities
Pubco
will be “an emerging growth company,” as defined under the federal securities laws..., page 58
11. We
note your revised disclosures in response to prior comment 12 where you state that
Real Messenger Corporation “intends” not to opt out of the extended transition
period for complying with new or revised accounting standards. Please further revise to disclose
the actual election made by Real Messenger Corporation. In this regard, Question 13 of the
Jumpstart Our Business Startups Act FAQs states that an emerging growth company must make
such election at the time the company is first required to file a registration statement.
Response:
The Company has amended page 67 to address the Staff’s comments and clarify, consistent with
the disclosures set forth on pages F-10 and F-28, to clarify that Real Messenger Corporation has not opted out of the extended transition
period for complying with new or revised accounting standards.
Page 4
Proposal
No. 2: The Acquisition Merger Proposal
Certain
Projected Information of Real Messenger, page 86
12. We
note the term of the projections and the significantly reduced Merger Consideration. Please
explain the basis of the projections beyond year three and clearly describe how the assumptions
relate to and resulted in the projected financial information, identifying the limitations
of the projections, and addressing the expected Merger Consideration at the time the projections
were provided. It should be clear from your revisions how the projected growth rates are
sustainable over the selected period of time, and why assuming such growth rates is reasonable.
In addition, revise to provide additional detail concerning the assumptions underlying each
projected metric included in each table.
Response:
The Company has amended pages 92-95 in response to the Staff’s comments.
Business
of Real Messenger
Overview,
page 95
13. We
note that a majority of your development team are employed by Real Corporation Limited, a
Hong Kong entity, and all five of your directors reside in Hong Kong. Please revise to provide
a detailed discussion regarding the type