Correspondence 0001493152-24-009423 from Real Messenger Corp (RMSG) (CIK 0001983324) (RMSG)
Real Messenger Corp (RMSG) (CIK 0001983324)
Date: March 8, 2024 · CIK: 0001983324 · Accession: 0001493152-24-009423
AI Filing Summary & Sentiment
File numbers found in text: 333-273102
Referenced dates: December 14, 2023
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Re: Real Messenger Corp. Amendment No. 5 to Registration Statement on Form F-4 Filed December 6, 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 December 14, 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. 5 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. 5 to Registration Statement on Form F-4
Cover page
1. Please include “NTA requirement” as a defined term prior to its first use.
Response: The Company has amended cover page in response to the Staff’s comments.
Proposal 6:
The NTA Requirement Proposal, page 101
2. We note that your proposal would remove from NOVA’s current effective memorandum and articles of association the limitation that it shall not redeem Public Shares to the extent that such redemption would cause NOVA’s net tangible assets to be less than $5,000,001. However, it appears that Article X of the Agreement and Plan of Merger continues to require that the purchaser have net tangible assets of at least $5,000,001 at closing. Please revise to clarify whether you intend to seek a waiver of this provision. If true, expand your discussion to highlight that you will still be required to comply with the provision if not waived and identify any resulting risks of failure to obtain such waiver.
Response: The Company has amended page 101 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
* * *
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
March 8, 2024
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. 5 to Registration Statement on Form F-4
Filed
December 6, 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 December 14, 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. 5 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. 5 to Registration Statement on Form F-4
Cover
page
1.
Please include “NTA requirement” as a defined term prior to its first use.
Response:
The Company has amended cover page in response to the Staff’s comments.
Proposal
6:
The
NTA Requirement Proposal, page 101
2. We
note that your proposal would remove from NOVA’s current effective memorandum and articles of association the limitation that
it shall not redeem Public Shares to the extent that such redemption would cause NOVA’s net tangible assets to be less than
$5,000,001. However, it appears that Article X of the Agreement and Plan of Merger continues to require that the purchaser have net
tangible assets of at least $5,000,001 at closing. Please revise to clarify whether you intend to seek a waiver of this provision.
If true, expand your discussion to highlight that you will still be required to comply with the provision if not waived and identify
any resulting risks of failure to obtain such waiver.
Response:
The Company has amended page 101 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
*
* *
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