SecProbe.io

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
31, 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. (the “Company”)

    Amendment
    No. 2 to Registration Statement on Form F-4

    Filed
    October 10, 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 October 20, 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. 2 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. 2 to Registration Statement on Form F-4 filed October 10, 2023

Cover
page

1. You
                                            disclose that Real Messenger shareholders will beneficially own 51.55% of PubCo’s Ordinary
                                            Shares and will have 89.72% of the total voting power following completion of the Business
                                            Combination. It appears that these percentages, as well as all other percentages of ownership
                                            and voting power disclosed on the cover page, were not updated to factor in the additional
                                            500,000 shares that will be issued upon conversion of the October 4, 2023 Private Placement
                                            Convertible Notes or the transfer of Sponsor shares related the Private Placement agreement.
                                            Please revise or explain.

Response:
The Company has amended the cover page of the Form F-4 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

    Page
    2

2. We
                                            note your revised disclosures in response to prior comment 6. Please provide us with a reconciliation
                                            beginning with the balance in the Trust Account as of the most recent balance sheet date
                                            included in the filing to the current Trust Account balance as disclosed here and on page
                                            14.

Response:
Please see the following reconciliation in response to the Staff’s comments.

    Trust Account:-
    Date
    Amount
    (US$)

    Balance, brought
    forward
    June 30,
    2023
      19,698,408

    10th extension
    note payable from Sponsor
    July 5, 2023
      75,030

    11th extension note payable
    from Sponsor
    August 3, 2023
      69,763

    Payment on actual redemption of 253,315 shares
    August 3, 2023
      (2,756,067 )

    Interest
    income from Bank

      160,135

    Balance,
    carried forward
    August
    31, 2023
      17,247,269

Risks
Related to Nova Vision and the Business Combination

Nova
Vision has identified material weaknesses in its internal control over financial reporting,

page
53

3. We
                                            note your revised disclosures in response to prior comment 10. This risk factor header addresses
                                            the fact that Nova Vision has identified material weaknesses in its internal control over
                                            financial reporting. The risk factor discussion, however, appears to focus on Nova Vision’s
                                            disclosure controls and procedures. Please revise to also discuss the impact of the
                                            material weaknesses on Nova Vision’s internal control over financial reporting.

Response:
The Company has amended page 53 of the Form F-4 in response to the Staff’s comments.

Certain
Projected Information of Real Messenger, page 93

4. To
                                            the extent true, please prominently disclose that the revenue and other projections provided
                                            to the board were based on an assumed $150 million merger consideration and expected proceeds
                                            to be available to the company after consummation of the merger. Additionally, revise to
                                            highlight the current estimated merger consideration and expected proceeds as compared to
                                            the amount considered by the board in the initial report.

Response:
The Company has amended page 94 of the Form F-4 in response to the Staff’s comments.

Unaudited
Pro Forma Condensed Combined Financial Information

Basis
of Pro Forma Presentation, page 134

5. Your
                                            discussion of percentage ownerships following the Business Combination under both the no
                                            redemption and maximum redemption scenarios appears to exclude the percentage related to
                                            200,000 Nova shares held by Shareholder. Please explain why or revise as necessary.

Response:
The Company has amended page 134 of the Form F-4 in response to the Staff’s comments.

Transaction
Accounting Adjustments to Unaudited Pro Forma Condensed Financial Information

Transaction
Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance

Sheet,
page 139

6. Your
                                            revised disclosure in response to comment 1 refers to an additional non-interest bearing,
                                            unsecured promissory note on September 6, 2023 for $69,763. Please tell us how the September
                                            note is reflected in the $1,320,025 aggregate principal balance of extension notes as well
                                            as in pro forma adjustment (1), as both did not change since your last filing .

Response: The
Company has amended the Unaudited Pro Forma Condensed Combined Financial Information section of the Form F-4 in response to the
Staff’s comments. Please see the
following reconciliation table.

    Amount
    (US$)

    Principal balance
    of extension notes at August 31, 2023, per page 139 on F-1
      1,320,025.00

    Add: 2 extension promissory
    notes

    12th
    September 6, 2023
      69,763.00

    13th
    October 6, 2023
      69,763.00

    Aggregate
    principal balance of extension notes as at October 30, 2023:
      1,459,561.00

7. Your
                                            response to prior comment 16 indicates that you have currently finalized $4.5 million under
                                            the Private Placement. Please explain why pro forma adjustments (9) and (10) assume the receipt
                                            of the entire $5.0 million in proceeds from the Private Placement. Tell us the status of
                                            the remaining $500,000 funding and revise as necessary.

Response:
The Company has amended page 140 of the Form F-4 in response to the Staff’s comments.

*
* *

    Page
    3

Please
contact the undersigned at +852 3923-1188 if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

    Partner

    Direct
    Dial: +852.3923.1188

    Email:
    lvenick@loeb.com