Correspondence 0001493152-24-031720 from Real Messenger Corp (RMSG) (CIK 0001983324) (RMSG)
Real Messenger Corp (RMSG) (CIK 0001983324)
Date: Aug. 13, 2024 · CIK: 0001983324 · Accession: 0001493152-24-031720
AI Filing Summary & Sentiment
File numbers found in text: 333-273102
Referenced dates: August 7, 2024
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CORRESP
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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
13, 2024
Mr.
Matthew Derby
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Technology
Washington,
D.C. 20549
Re:
Real
Messenger Corp (the “Company”)
Amendment
No. 10 to Registration Statement on Form F-4
Filed
August 9, 2024
File
No. 333-273102
Dear
Mr. Matthew Derby:
As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated August 7, 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. 9 to Registration Statement on Form F-4 filed August 2, 2024 (the “Amendment”).
The
Company has filed via EDGAR Amendment No. 11 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. 10 to Form F-4
Cover
Page
1.
Pursuant
to Section 4.2(b) of Amendment 5 to the Merger Agreement, the Purchaser will issue 6.4 million Ordinary shares, comprised of 2.8
million Class A Purchaser Ordinary Shares and 3.6 million Class B Purchaser Ordinary Shares. Annex A provides a breakdown that is
comprised of 2.9 million Class A Purchaser Ordinary Shares and 3.5 million Class B Purchaser Ordinary Shares. Tell us why the settlement
terms within the Amended Merger Agreement differ. In addition, the revised cover page disclosure indicates that Mr. Ma will hold
3.3 million PubCo Class B Ordinary shares and his wife will hold 1.2 million for a total of 4.5 million Class B Ordinary Shares while
disclosures elsewhere in the filing continue to refer to the issuance of 3.6 million PubCo Class B and 2.8 million PubCo Class A
Ordinary Share. Further, you refer to Mr. Ma and his family holding 4.6 million Pubco Class B Ordinary Shares on page 69. Please
explain the inconsistencies between the Merger Agreement and your revised cover page disclosures as well as the inconsistences within
your filing. Revise as necessary.
Response:
In response to the Staff’s comment, we have updated the cover page with the settlement terms of 1,900,000 PubCo Class A
Ordinary Shares and 4,500,000 PubCo Class B Ordinary Shares, which is consistent with the Amended Merger Agreement. The
Amendment has been updated to show that Mr. Ma and his wife hold, in the aggregate, 4,500,000 PubCo Class B Ordinary Shares
and 200,000 PubCo Class A Ordinary Shares. The 4,500,000 PubCo Class B Ordinary Shares will be issued to them (through
their personal holding companies) as their portion of the Merger Consideration. The 200,000 PubCo Class A Ordinary shares
consist of 100,000 PubCo Class A Ordinary Shares to be issued upon the conversion of a 2023 Convertible Note purchased in the
2023 Private Placement and an additional 100,000 PubCo Class A Ordinary Shares to be transferred to the Convertible Note
Holder from Nova Pulsar Holdings Limited (the Sponsor) at the Closing.
2.
Please
provide us with the calculations to support your revised disclosures where you indicate that Real Messenger Shareholders will have
approximately 89.6% of the aggregate voting power of all issued PubCo Ordinary Shares while Sponsor will have approximately 7.54%.
Ensure your calculations are supported by the terms of the amended Merger Agreement.
Response:
Pursuant to PubCo Amended and Restated Memorandum and Articles of Association, the voting rights are one (1) vote for each Class
A Ordinary Share and ten (10) votes for each Class B Ordinary Share.
Assuming
there is no redemption of NOVA Ordinary Shares, PubCo shall have 9,455,665 outstanding and issued PubCo Ordinary Shares immediately after
the Business Combination; please refer to the following table:
Total number of PubCo Ordinary shares
Class A PubCo Ordinary shares
Class B PubCo Ordinary shares
Voting Power (vote)
Voting Power %
9,455,665
4,955,665
45,000,000
49,955,665
100 %
The
calculation of voting power of Real Messenger Shareholders and Nova Vision’s existing shareholders, including the Sponsor, is
set forth in the following table:
Parties
Class A PubCo Ordinary share
Class B PubCo Ordinary share
Voting Power (vote)
Voting Power %
Real Messenger Shareholders
1,900,000
4,500,000
46,900,000
93.88 %
Nova Vision’s existing shareholders, including the Sponsor
2,532,665
-
2,532,665
5.07 %
Other shareholders
523,000
-
523,000
1.05 %
Total
4,955,665
4,500,000
49,955,665
100 %
The
Company has revised the disclosure on the cover page in response to the Staff’s comments.
Nasdaq
De-Listing Notice, page 20
3.
We
note that Nova Vision Acquisition Corp received a non-compliance notice from the staff of the Listing Qualifications Department of
The Nasdaq Stock Market LLC on August 8, 2024. Please revise this section to update the status of Nova Vision Acquisition Corp’s
NASDAQ listing as of the most recent practicable date.
Response:
The Company has revised the disclosure on page 20 in response to the Staff’s comments.
General
4.
We
note Nova Vision Acquisition filed a Form 8-K on August 12, 2024 indicating that at the August 6, 2024 Annual Meeting, shareholders
approved the proposal to amend the company’s amended and restated memorandum and articles of incorporation giving Nova Vision
the right to extend the date by which to complete a business combination for six additional times from August 10, 2024 to February
10, 2025. Please revise your disclosures throughout the filing where you state Nova Vision “expects to hold its annual meeting”
and discuss the outcome of such meeting. In addition, tell us whether any shareholders elected to redeem their shares as a result
of such election and if so, ensure the pro forma financial statements are appropriately revised.
Response:
The Company has revised the disclosure throughout the Amendment in response to the Staff’s comment.
5.
Please
revise to include Amendment No. 5 to the Agreement and Plan of Merger or tell us why it is not required.
Response:
The Company has included Amendment No. 5 to the Agreement and Plan of Merger to the Amendment.
*
* *
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