Correspondence 0001493152-23-040561 from Real Messenger Corp (RMSG) (CIK 0001983324) (RMSG)
Real Messenger Corp (RMSG) (CIK 0001983324)
Date: Nov. 13, 2023 · CIK: 0001983324 · Accession: 0001493152-23-040561
AI Filing Summary & Sentiment
File numbers found in text: 333-273102
Referenced dates: November 3, 2023, October 10, 2023
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CORRESP
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filename1.htm
Loeb
& Loeb LLP
2206-19
Jardine House 1
Connaught
Road Central Hong Kong SAR
Main
+852-3923-1111
Fax
+852-3923-1100
November
13, 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 . 3 to Registration Statement on Form F-4
Filed
November 1, 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 November 3, 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. 3 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. 3 to Registration Statement on Form F-4 filed November 1, 2023
Cover
page
1.
We note your revised disclosures
in response to prior comment 1 where you indicate that upon consummation of the Business Combination, Nova Vision’s existing
shareholders, including the sponsor, will own approximately 38.18% of PubCo’s Ordinary Shares. However, as per your revised disclosures
on pages 9 and 134, upon closing, Nova Vision Initial Public Shareholders will own 22.99% and Nova Vision Initial Shareholders will
17.26% of PubCo’s Ordinary Shares for a total of 40.25%. Please revise to correct this apparent inconsistency.
Response:
The Company has amended cover page in response to the Staff’s comments.
Risk
Factors, page 28
2. 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. We refer
you to our prior comment 7 in our July 28, 2023, comment letter.
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
Response:
The Company has amended pages 23 through 28 in response to the Staff’s comments. Each of the risk factors discussed in the risk factors summary section has a corresponding risk factor starting from page 32 of the Form F-4.
Risks
Related to Nova Vision and the Business Combination
Nova
Vision has identified material weaknesses in its internal control over financial reporting,
page
52
3. Your
revised disclosures in response to prior comment 3 replaced all references to disclosure
controls and procedures with internal control over financial reporting, which did not fully
address our comment. In this regard, you now refer to internal control over financial reporting
as including procedures that ensure information that is required to be disclosed in your
reports is recorded, processed, summarized and reported within the time period specified
in the SEC’s rules and forms, which is part of the definition for disclosure controls
and procedures. Please revise this risk factor to address the fact that both disclosure controls
and procedures and internal control over financial reporting were not effective. Also, ensure
that your description of each is appropriately defined.
Response:
The Company has amended page 53 in response to the Staff’s comments.
Certain
Projected Information of Real Messenger, page 93
4. We
note your response to our prior comment 4. Please revise to disclose whether management believes
the projections still reflect accurately management’s views on future performance.
Describe any consideration that the board gave to providing updated projections to reflect
the change in consideration and the expected proceeds and whether the board believes its
reliance on the projections when recommending the transaction to shareholders is reasonable
based on the changed circumstances as compared to when they were prepared.
Response:
The Company has amended pages 89 and 94 in response to the Staff’s comments.
Offering
Proceeds Held in Trust, page 125
5. We
note your response to prior comment 6 where you indicate that the aggregate principal balance
of extension notes as of October 30, 2023 was $1,459,561. However, your disclosures on page
126 continue to refer to promissory notes in the aggregate amount of $1,320,035. Please revise
and ensure that all disclosures throughout the filing provide the most recent information
regarding the outstanding balance of extension notes as of the date of your filing.
In addition, ensure that you include current information regarding the time to complete the
merger. In this regard, your current amendment, which was filed on November 1, 2023 refers
to a merger deadline of October 10, 2023.
Response:
The Company has amended pages 11, 15 and 126 in response to the Staff’s comments.
Unaudited
Pro Forma Condensed Combined Financial Information
Pro
Forma Combined Balance Sheets, page 136
6. Your
revised disclosures in response to prior comment 7 did not address our comment. As previously
requested, tell us why your pro forma financials assume that you will receive the entire
$5.0 million of proceeds in the Private Placement. In this regard, in response to comment
16 in your letter dated October 10, 2023, you stated that you have currently finalized only
$4.5 million in financing under the Private Placement. Revise pro forma adjustment (9) to
reflect only the amount of Private Placements that have been finalized.
Response:
The Company respectively advises the Staff that Real Messenger Holdings Limited (“Real Messenger”)
entered into Convertible Note Purchase Agreements with three private placement investors on October 4, 2023, resulting in gross proceeds
of $5.0 million. On the same date, Real Messenger issued the convertible notes to the three private placement investors pursuant to the
purchase agreements relating to the Convertible Notes.
*
* *
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