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Correspondence 0001493152-24-022146 from Real Messenger Corp (RMSG) (CIK 0001983324) (RMSG)

Real Messenger Corp (RMSG) (CIK 0001983324)
Date: May 31, 2024 · CIK: 0001983324 · Accession: 0001493152-24-022146

AI Filing Summary & Sentiment

File numbers found in text: 333-273102

Referenced dates: March 19, 2024

Date
May 31, 2024
Author
/s/
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. 6 to Registration Statement on Form F-4 Filed March 8, 2024 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 March 19, 2024 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Amendment No. 6 to Registration Statement on Form F-4 (the “Form F-4”). The Company has filed an amendment to the Form F-4 (the “Amendment”) in response to the Staff’s comments.

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. 6 to Registration Statement on Form F-4

Unaudited Pro Forma Condensed Combined Financial Information, page 137

1. Please revise to remove the bullet point indicating that the unaudited pro forma combined balance sheet was prepared using Real Messenger’s March 31, 2023 audited balance sheet as the only balance sheet used here was Real Messenger’s September 30, 2023 balance sheet.

Response: The unaudited pro forma combined balance sheet as of December 31, 2023, has been prepared using Real Messenger’s management accounts as of December 31, 2023. The disclosure on page 137 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

2. You state on page 137 that the unaudited pro forma statement of operations for the year ended March 31, 2023 was prepared using Nova’s audited statement of operations for the year ended December 31, 2022 and the unaudited statements of operations for the nine months ended September 30, 2023 and 2022. However, in footnote (C) on page 142 you state that Nova’s information is derived from the audited statement of operations for the year ended December 31, 2022 and the unaudited statements of operations for the six months ended June 30, 2022 and 2021. Please explain this apparent inconsistency and revise as necessary. Also, tell us how you determined the amounts included in the Nova column for the pro forma statement of operations for the year ended March 31, 2023 and the guidance you applied.

Response: The Company has inadvertently disclosed the source of financial information, and hereby confirms that the unaudited pro forma statement of operations for the year ended March 31, 2023 has been prepared using Nova’s audited statement of operations for the year ended December 31, 2022 and the unaudited statements of operations for the six months ended June 30, 2023 and 2022. The Nova column is comprised of six months ended December 31, 2022, plus six months ended June 30, 2023 historical data.

The Company has amended pages 137 and 142 in response to the Staff’s comments.

Page 2

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 145

3. Please revise to include an adjustment to your March 31, 2023 pro forma condensed combined statement of operations to reflect the $248,000 of additional compensation expense that will be recorded upon the closing of this business combination. Adjustments should also be made to the pro forma weighted average shares outstanding and pro forma net loss per share to reflect the additional shares that will vest upon closing if such shares are not already reflected in historical weighted average shares outstanding.

Response: Real Messenger Holdings Limited has terminated the employment of Fredrick Eklund; therefore, the Company no is longer obligated to him with respect to compensation expense of $248,000. Therefore, such compensation expense is not needed to be included in unaudited pro forma condensed combined statement of operations. Hence, no additional shares are included in the pro forma weighted average shares outstanding and pro forma net loss per share. The Company has amended pages 142 and 145 of the Amended Registration Statement in accordance with the Staff’s comment.

Real Messenger Holdings Limited Unaudited Condensed Consolidated Statements of Cash Flows, page F-42

4. You disclose here that borrowings from related parties for the six months ended September 30, 2023 were $2,830,242. Please reconcile this to the $2,479,224 of borrowings from related parties as disclosed in Note 8. Also, tell us whether the $339,962 payment of operating expenses and the $11,055 purchase of property and equipment on behalf of the company as disclosed on page F-54 represent amounts that you are required to repay. If not, revise to reflect such amounts as non-cash transactions in the statement of cash flows.

Response: The $2,830,242 borrowings from related parties for the six months ended September 30, 2023 disclosed here is the totaling of $2,479,225 borrowings from a related party, $339,962 payment of operating expenses on behalf of the Company, and the purchase of $11,055 property and equipment on behalf of the Company, all of which are disclosed in Note 8. Both the $339,962 payment of operating expenses and the $11,055 purchase of property and equipment on behalf of the company as disclosed on page F-71 and F-72 represent amounts required to repay.

Real Messenger Holdings Limited Notes to Unaudited Condensed Consolidated Financial Statements

Note 12. Subsequent Events, page F-56

5. Please revise to disclose the date through which subsequent events were evaluated, and whether such date was the date the financial statements were issued or available to be issued. Refer to ASC 855-10-50-1.

Response: The Company evaluated the subsequent event through March 8, 2024, the issuance date of unaudited condensed consolidated financial statements, and concluded that there are no other material reportable subsequent events needed to be disclosed. The Company has amended page F-73 in response to the Staff’s comments.

* * *

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

May
31, 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. 6 to Registration Statement on Form F-4

    Filed
    March 8, 2024

    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 March 19, 2024 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the
above-referenced Amendment No. 6 to Registration Statement on Form F-4 (the “Form F-4”). The Company has filed an amendment
to the Form F-4 (the “Amendment”) in response to the Staff’s comments.

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. 6 to Registration Statement on Form F-4

Unaudited
Pro Forma Condensed Combined Financial Information, page 137

    1.
    Please
    revise to remove the bullet point indicating that the unaudited pro forma combined balance sheet was prepared using Real Messenger’s
    March 31, 2023 audited balance sheet as the only balance sheet used here was Real Messenger’s September 30, 2023 balance sheet.

Response:
The unaudited pro forma combined balance sheet as of December 31, 2023, has been prepared using Real Messenger’s management
accounts as of December 31, 2023. The disclosure on page 137 of the Amended Registration Statement has been revised in accordance
with the Staff’s comment.

    2.
    You
    state on page 137 that the unaudited pro forma statement of operations for the year ended March 31, 2023 was prepared using Nova’s
    audited statement of operations for the year ended December 31, 2022 and the unaudited statements of operations for the nine months
    ended September 30, 2023 and 2022. However, in footnote (C) on page 142 you state that Nova’s information is derived from the
    audited statement of operations for the year ended December 31, 2022 and the unaudited statements of operations for the six months
    ended June 30, 2022 and 2021. Please explain this apparent inconsistency and revise as necessary. Also, tell us how you determined
    the amounts included in the Nova column for the pro forma statement of operations for the year ended March 31, 2023 and the guidance
    you applied.

Response:
The Company has inadvertently disclosed the source of financial information, and hereby confirms that the unaudited
pro forma statement of operations for the year ended March 31, 2023 has been prepared using Nova’s audited statement of operations
for the year ended December 31, 2022 and the unaudited statements of operations for the six months ended June 30, 2023 and 2022. The
Nova column is comprised of six months ended December 31, 2022, plus six months ended June 30, 2023 historical data.

The
Company has amended pages 137 and 142 in response to the Staff’s comments.

  Page 2

Transaction
Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 145

    3.
    Please
    revise to include an adjustment to your March 31, 2023 pro forma condensed combined statement of operations to reflect the $248,000
    of additional compensation expense that will be recorded upon the closing of this business combination. Adjustments should also be
    made to the pro forma weighted average shares outstanding and pro forma net loss per share to reflect the additional shares that
    will vest upon closing if such shares are not already reflected in historical weighted average shares outstanding.

Response:
Real Messenger Holdings Limited has terminated the employment of Fredrick
Eklund; therefore, the Company no is longer obligated to him with respect to compensation expense of $248,000. Therefore, such
compensation expense is not needed to be included in unaudited pro forma condensed combined statement of operations.
Hence, no additional shares are included in the pro forma weighted average shares outstanding and pro forma net loss per share.
The Company has amended pages 142 and 145 of the Amended Registration Statement in accordance with the Staff’s comment.

Real
Messenger Holdings Limited Unaudited Condensed Consolidated Statements of Cash Flows, page F-42

    4.
    You
    disclose here that borrowings from related parties for the six months ended September 30, 2023 were $2,830,242. Please reconcile
    this to the $2,479,224 of borrowings from related parties as disclosed in Note 8. Also, tell us whether the $339,962 payment of operating
    expenses and the $11,055 purchase of property and equipment on behalf of the company as disclosed on page F-54 represent amounts
    that you are required to repay. If not, revise to reflect such amounts as non-cash transactions in the statement of cash flows.

Response: The $2,830,242 borrowings
from related parties for the six months ended September 30, 2023 disclosed here is the totaling of $2,479,225 borrowings from a
related party, $339,962 payment of operating expenses on behalf of the Company, and the purchase of $11,055 property and equipment
on behalf of the Company, all of which are disclosed in Note 8. Both the $339,962 payment of operating expenses and the $11,055
purchase of property and equipment on behalf of the company as disclosed on page F-71 and F-72 represent amounts required to
repay.

Real
Messenger Holdings Limited Notes to Unaudited Condensed Consolidated Financial Statements

Note
12. Subsequent Events, page F-56

    5.
    Please
    revise to disclose the date through which subsequent events were evaluated, and whether such date was the date the financial statements
    were issued or available to be issued. Refer to ASC 855-10-50-1.

Response: The Company evaluated the subsequent
event through March 8, 2024, the issuance date of unaudited condensed consolidated financial statements, and concluded that there are no other material reportable subsequent events
needed to be disclosed. The Company has amended page F-73 in response to the Staff’s comments.

*
* *

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