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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

Date
Nov. 13, 2023
Author
Lawrence S. Venick
Form
CORRESP
Company
Real Messenger Corp (RMSG) (CIK 0001983324)

Letter

Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 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

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

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

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