Correspondence 0001493152-24-029983 from Real Messenger Corp (RMSG) (CIK 0001983324) (RMSG)
Real Messenger Corp (RMSG) (CIK 0001983324)
Date: Aug. 2, 2024 · CIK: 0001983324 · Accession: 0001493152-24-029983
AI Filing Summary & Sentiment
File numbers found in text: 333-273102
Referenced dates: July 29, 2024
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CORRESP
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filename1.htm
LAWRENCE VENICK
Partner
2206-19 Jardine House
1 Connaught Place Central
Hong Kong, SAR
Direct +852.3923.1188
Main +852.3923.1111
Fax +852.3923.1100
lvenick@loeb.com
Via
EDGAR
August
2, 2024
Mr.
Dave Edgar/Ms. Kathleen Collins
Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
Washington, D.C. 20549
Re:
Real
Messenger Corp (the “Company”)
Amendment
No. 8 to Registration Statement on Form F-4
Filed
July 18, 2024
File
No. 333-273102
Dear
Mr. Edgar/Ms. Collins:
As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated July 29, 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. 8 to Registration Statement on Form F-4 filed July 18, 2024 (the “Amendment”).
The
Company has filed via EDGAR Amendment No. 9 to the Registration Statement, which reflects the Company’s responses to the comments
received by the Staff and certain updated information. For the Staff’s convenience, the Staff’s comment has been stated below
in its entirety, with the Company’s response set out immediately underneath such comment.
Amendment
No. 8 to Registration Statement on Form F-4
Cover
Page
1.
We
note that you issued $7.0 million of 2024 Convertible Notes, which will convert into an aggregate of 1.4 million PubCo Ordinary Shares
at the closing of the Business Combination. Please revise, here and elsewhere throughout the filing where you discuss the 2024 Convertible
Notes, to clearly state that the two investors will receive shares valued at approximately $14.0 million upon closing in exchange
for their $7.0 million investment.
Response:
The Company has amended the cover page and page 17 of the Amendment 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.
Securities and Exchange Commission
Page 2
General
Description of the Acquisition Merger
Acquisition
Merger with Real Messenger; Acquisition Merger Consideration, page 77
2.
You
state that under the no redemption and maximum redemption scenarios, Nova Vision’s Initial Shareholders will own approximately
18.37% and 22.03%, respectively, of the issued share capital of PubCo. Please provide the calculations that support such amounts
or revise as necessary. In this regard, it appears the ownership percentages of Nova Vision’s Initial Shareholders under the
no redemption and maximum redemption scenarios should be 16.14% and 18.85%, respectively.
Response:
The Company has amended page 77 of the Amendment in response to the Staff’s comments.
Unaudited
Pro Forma Condensed Combined Financial Information
Unaudited
Pro Forma Condensed Combined Statements of Operations and
Comprehensive Loss For the Year Ended March 31, 2023, page 144
3.
Please
remove the pro forma condensed combined statement of operations for the year ended March 31, 2023 and all related disclosures. Refer
to Rule 11-02(c)(2) of Regulation S-X.
Response:
The Company has amended page 144 of the Amendment in response to the Staff’s comments.
Security
Ownership of the Combined Company After the Business Combination, page 164
4.
Please
update your footnote disclosure to identify the natural person(s) that hold voting and/or dispositive power of the relevant shares,
of Fantastic Global Venture Limited, TKO Investment Limited, and Nova Pulsar Holdings Limited, or tell us why it is not required.
Response:
The Company has amended page 163 in response to the Staff’s comments.
Real
Messenger Holdings Limited
Notes
to Consolidated Financial Statements
Note
13. Subsequent Events, page F-55
5.
We
note your response to prior comment 1. Please tell us the amount of “nominal” consideration paid for the 1.0 million
Class A Ordinary Shares that were issued to Kwai Hoi, Ma’s personal holding company, as well as the fair value at the time
of purchase. In addition, explain in further detail how you considered the guidance in ASC 718 in determining that the issuance of
such shares was not compensatory, or tell us what other guidance you applied in accounting for such issuance.
Response:
We respectfully note the Staff’s comment, and in response hereto, clarify that such 1.0 million Class A Ordinary Shares of a
par value of US$0.0001 each in the capital was legally allotted and issued to the holding company of Mr. Kwai Hoi Ma (“Mr.
Ma”) as fully paid at par and the amount of “nominal” consideration was US$100. The fair value of the 1.0
million Class A Ordinary Shares was valued at $248,000 on June 24, 2022, and the value is not expected to change significantly due
to no material changes in business.
The intent of issuing the 1.0 million Class A shares to Mr. Ma’s holding company was in substance to return
the shares forfeited by Mr. Eklund to Mr. Ma. The Company did not intend to receive goods or services to be used or consumed in the entity’s operations in exchange for the
issuance of the 1.0 million Class A Ordinary Shares. Thus, we consider issuance of such shares was not compensatory following the guidance
in ASC 718.
Real Messenger is effectively controlled by Mr. Ma and his wife both before
and after the issuance, who together own 100% of Real Messenger before and after the issuance of the 1.0 million Class A Ordinary Shares.
In substance, the 1.0 million Class A Ordinary Shares are part of Mr. Ma’s original shareholdings in Real Messenger that was allocated
from Mr. Ma to Mr. Fredrik Eklund (“Mr. Eklund”) as non-vested restricted shares. Giving the vesting of these non-vested shares
is contingent on the closing a de-SPAC transactions, which represents a performance condition under ASC 718, no share-based compensation
expenses is recognized until the date of successful business combination. Since the employment relationship between Mr. Eklund and Real
Messenger was terminated before the completion of the de-SPAC transaction and the performance condition was not met, Mr. Eklund forfeited
all 1,000,000 unvested Class A Ordinary Shares to Real Messenger. The issuance of 1.0 million shares to Mr. Ma was in substance a reverse
of previously allotted shares from Mr. Ma and a return of non-vested shares to original shareholder, Mr. Ma.
Securities and Exchange Commission
Page 3
General
6.
Please
ensure you provide consistent percentage ownership and voting interest information throughout the filing. For example, on the cover
page, you state that upon consummation of the Business Combination, Real Messenger shareholders will have approximately 86.59% of
the aggregate voting power of all issued PubCo Ordinary Shares while the organization chart on page 17 reflects an 89.84% voting
interest. On page 9 you state Nova Vision current shareholders will own 19.76% of the issued share capital of PubCo while the chart
that follows reflects an ownership percentage of 19.70%. Please revise throughout as necessary.
Response:
The Company has amended cover page and page 9 in response to the Staff’s comments.
*
* *
Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the response contained in this letter.
Sincerely,
/s/
Lawrence S. Venick
Lawrence
Venick
Partner
cc:
Kwai Hoi Ma