SecProbe.io

CORRESP
 1
 filename1.htm

 MAXIM
GROUP LLC

 300
Park Avenue, 16th Floor

 New
York, New York 10022

 VIA
EDGAR

 June
5, 2026

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
D.C. 20549

 Dear
SEC Officers:

 Re:
 Real
 Messenger Corporation

 Request
 for Acceleration of Effectiveness

 Registration
 Statement on Form F-1, as amended (File No. 333-296226)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as the sole placement agent, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 9:00 a.m., Eastern Time on June 8, 2026, or as soon thereafter as practicable.

 The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 Very
truly yours,

 Maxim
Group LLC

 By:
 /s/ Ritesh
 M. Veera

 Name:
 Ritesh
 M. Veera

 Title:
 Co-Head
 of Investment Banking

CORRESP
 1
 filename1.htm

 Real
Messenger Corporation

 June
5, 2026

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
D.C. 20549

 Dear
SEC Officers:

 Re:
 Real
 Messenger Corporation

 Registration
 Statement on Form F-1, as amended (File No. 333-296226)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Real Messenger Corporation
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the "Registration Statement")
be accelerated and that the Registration Statement become effective at 9 a.m., Eastern Time, on June 8, 2026, or as soon
thereafter as practicable.

 Very
 truly yours,

 Real
Messenger Corporation

 /s/
 Kwai Hoi Ma

 Name:
 Kwai
 Hoi Ma

 Title:
 Chief
 Executive Officer and Chairman

 cc:
 Loeb
 & Loeb LLP
 Hunter Taubman Fischer & Li, LLC

CORRESP
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Real
Messenger Corporation

695
Town Center Drive, Suite 1200,

Costa
Mesa, CA 92626

Telephone:
+1 657 408 8684

August
14, 2024

VIA
EDGAR

Matthew
Derby

Division
of Corporation Finance

Office
of Energy & Transportation

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Real
    Messenger Corp (the “Company”)

    Registration
    Statement on Form F-4

    (File
    No. 333-273102) (the “Registration Statement”)

Dear
Mr. Matthew Derby:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that the Registration Statement will become effective as of 4:00 p.m. on August 14, 2024,
or as soon thereafter as practicable.

    Very
    truly yours,

    Real
    Messenger Corporation

    By:
    /s/
    Eric Ping Hang Wong

    Name:
    Eric
    Ping Hang Wong

    Title:
    Chief
    Executive Officer

CORRESP
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filename1.htm

Real
Messenger Corporation

695
Town Center Drive, Suite 1200,

Costa
Mesa, CA 92626

Telephone:
+1 657 408 8684

August
12, 2024

VIA
EDGAR

Matthew
Derby

Division
of Corporation Finance

Office
of Energy & Transportation

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Real
    Messenger Corp (the “Company”)

    Registration
    Statement on Form F-4

    (File
    No. 333-273102) (the “Registration Statement”)

Dear
Mr. Matthew Derby:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that the Registration Statement will become effective as of 5:00 p.m. on August 13, 2024, or as soon
thereafter as practicable.

    Very
    truly yours,

    Real
    Messenger Corporation

    By:
    /s/
    Eric Ping Hang Wong

    Name:
    Eric
    Ping Hang Wong

    Title:
    Chief
    Executive Officer

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
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

CORRESP
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filename1.htm

Real
Messenger Corporation

695
Town Center Drive, Suite 1200,

Costa
Mesa, CA 92626

Telephone:
+1 657 408 8684

August
13, 2024

VIA
EDGAR CORRESPONDENCE

Matthew
Derby

Division
of Corporation Finance

Office
of Energy & Transportation

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Real Messenger Corp
    (the “Company”)

    Registration Statement
    on Form F-4

    (File No. 333-273102)
    (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to the letter, filed as correspondence via EDGAR on August 13, 2024, in which the Company submitted a request for acceleration
of the effective date of the above-referenced Registration Statement for the Company at 5:00 p.m., Eastern Time on August 13, 2024. The
Company is no longer requesting that such Registration Statement be declared effective at this time (please note that the Company’s
printer inadvertently filed the request) and we hereby formally withdraw our request for acceleration of the effective date.

If
you require any additional information with respect to this letter, please contact Ted Paraskevas, Esq. at (917) 974-3190.

    Very truly
    yours,

    Real Messenger
    Corporation

    By:
    /s/
    Eric Ping Hang Wong

    Eric Ping Hang Wong

    Chief Executive Officer

    cc:
    Ted
Paraskevas, Esq.

August 12, 2024
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Amendment No. 10 to Registration Statement on Form F-4
Filed August 9, 2024
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 7, 2024 letter.
Amendment No. 10 to Form F-4
Cover Page
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 1.

August 12, 2024
Page 2
inconsistencies between the Merger Agreement and your revised cover page disclosures
as well as the inconsistences within your filing. Revise as necessary.
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.
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.
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.
5.Please revise to include Amendment No. 5 to the Agreement and Plan of Merger or tell us
why it is not required.
            Please contact Kathleen Collins at 202-551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby at 202-
551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence Venick

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
9, 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. 9 to Registration Statement on Form F-4

    Filed
    August 2, 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 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. 10 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. 9 to Registration Statement on Form F-4 filed August 2, 2024

Real
Messenger Holdings Limited

Notes to Consolidated Financial Statements

Note 13. Subsequent Events, page F-55

1. We
                                            note your response to prior comment 5. Please address the following:

    ●
    Explain
    in further detail why you believe the 1.0 million Class A Ordinary Shares are part of Mr. Ma’s original shareholdings
    and why the issuance of such shares to Mr. Ma was “in substance” a reverse of previously allotted shares from
    Mr. Ma.

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

    ●
    Specifically
    address the fact that at March 31, 2022, prior to the issuance of such shares to Mr. Eklund, there were no Class A Ordinary Shares
    outstanding and how this factors into your statement that the shares awarded to Mr. Eklund were from Mr. Ma and not the company.

    ●
    Clarify
    whether the issuance of Class A Ordinary Shares in the statement of shareholders’ equity for fiscal 2023 represents the shares
    issued to Mr. Eklund. If so, explain why you believe the transfer of Mr. Eklund’s shares to Mr. Ma represents the return of
    shares to the “original shareholder.”

    ●
    To
    the extent Mr. Ma did not hold Class A Ordinary Shares prior to the company issuing restricted shares to Mr. Eklund, explain further
    how you determined that the issuance of such shares to Mr. Ma after Mr. Eklund’s departure was not compensatory.

    ●
    Tell
    us how your disclosures on page 16, where you state the company repurchased shares previously issued to Mr. Eklund, supports your
    assertion that Mr. Ma previously owned the shares.

    ●
    Provide
    any specific guidance considered in your analysis.

Response:
The Company respectfully clarifies with the Staff that it believes that the issuance of the 1,000,000 Class A Ordinary Shares
to Kwai Hoi, Ma’s wholly owned company, Bloomington DH Holdings Limited, (the “Ma Share Issuance”) was not compensatory.

1,000,000
Class A Ordinary Shares were originally issued to Mr. Fredrick Eklund as restricted shares. The agreement governing these restricted
shares provided for vesting conditions such that the restrictions would lapse in full on the date that both (i) the Business Combination
is consummated and (ii) such that Mr. Eklund remained an active employee of Real Messenger and/or any successor entity (such as
PubCo).

Effective
February 11, 2024, in connection with the end of Real Messenger’s employment relationship with Mr. Eklund, this agreement was terminated
by its terms, with the vesting conditions unmet. Real Messenger exercised its option to repurchase all of the 1,000,000 Class
A Ordinary Shares granted to Mr. Eklund under the agreement, at the original purchase price of $0.0001 per share, or $100 in the aggregate
(the “Repurchase”), on April 19, 2024. After the Repurchase, Real Messenger and Mr. Ma completed the Ma Share Issuance, also
on April 19, 2024.

The
Company believes that the Ma Share Issuance was not compensatory, because the Ma Share Issuance did not provide Mr. Ma with any incremental
value (in terms of his portion of the Merger Consideration) that could be characterized as compensatory value. Whether or not the Ma
Share Issuance occurred, Mr. Ma (including for these purposes his affiliates, specifically his wife and his and her personal holding
companies) will be entitled to receive the full $45 million portion of the Merger Consideration that the terms of the merger agreement
between Nova Vision and Real Messenger, as amended to date (the “Merger Agreement”), clearly provide will be payable to him
and such affiliates.

Specifically,
the Merger Agreement provides as follows:

“All
of the Merger Consideration will be payable (i) if to the Principal Shareholder, in Class B Purchaser Ordinary Shares, and (ii) if to
any Shareholder other than the Principal Shareholder, in Class A Purchaser Ordinary Shares.”

  Securities and Exchange Commission

                         Page 3

The
Merger Agreement provides that the Principal Shareholder (Mr. Ma and his affiliates) is to receive $45 million of the total $64
million Merger Consideration.

Whether
or not the Principal Shareholder owns Class A Ordinary Shares or Class B Ordinary Shares of Real Messenger immediately prior to the closing,
the Principal Shareholder will receive all of his $45 million portion in Class B Purchaser Ordinary Shares. The Merger Agreement provides
that in both of the following scenarios: (1) the Ma Share Issuance occurred and (2) the Ma Share Issuance did not occur, Mr. Ma
and his affiliates, as the Principal Shareholder, will receive the same exact consideration, namely, $45 million in Class B Purchaser
Ordinary Shares. The value to Mr. Ma and his affiliates in both of these scenarios is identical; therefore, the occurrence of
the Ma Share Issuance has no economic effect on Mr. Ma or his affiliates, and therefore it does not create a compensatory event.

At
the time that the Merger Agreement was originally signed, the expectation of the parties was that Mr. Ma and his affiliates would receive
80% of the total Merger Consideration allotted to the then existing Real Messenger Shareholders, and that Mr. Eklund would satisfy his
vesting conditions and have the restrictions on his Real Messenger shares removed at the Closing, so that he would own 20% of the economic
aspect of the Merger Consideration payable to the Company’s co-founders. Their agreement at that time was that Mr. Ma would enjoy
voting control of the public company from and after the closing of the Merger.

With
Mr. Eklund’s exit from the Company in early 2024, Mr. Ma and his affiliates became the only founding shareholders of Real Messenger
and, as such, were entitled to 100% of the Merger Consideration allotted to the Real Messenger founding shareholders (i.e.,
$45 million), to be  payable to them 100% in Class B Purchaser Ordinary Shares. The Ma Share Issuance did not change
the allocation of the Merger Consideration; the Real Messenger founding shareholders were to receive $45 million of the Merger Consideration
both before and after the occurrence of the Ma Share Issuance.

*
* *

  Securities and Exchange Commission

                         Page 4

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

August 7, 2024
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Amendment No. 9 to Registration Statement on Form F-4
Filed August 2, 2024
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 29, 2024 letter.
Amendment No. 9 to Registration Statement Form F-4 filed August 2, 2024
Real Messenger Holdings Limited
Notes to Consolidated Financial Statements
Note 13. Subsequent Events, page F-55
We note your response to prior comment 5. Please address the following:
•Explain in further detail why you believe the 1.0 million Class A Ordinary Shares are
part of Mr. Ma's original shareholdings and why the issuance of such shares to Mr.
Ma was "in substance" a reverse of previously allotted shares from Mr. Ma.
•Specifically address the fact that at March 31, 2022, prior to the issuance of such
shares to Mr. Eklund, there were no Class A Ordinary Shares outstanding and how
this factors into your statement that the shares awarded to Mr. Eklund were from Mr.
Ma and not the company.
Clarify whether the issuance of Class A Ordinary Shares in the statement of
shareholders' equity for fiscal 2023 represents the shares issued to Mr. Eklund. If so, •1.

August 7, 2024
Page 2
explain why you believe the transfer of Mr. Eklund's shares to Mr. Ma represents the
return of shares to the "original shareholder."
•To the extent Mr. Ma did not hold Class A Ordinary Shares prior to the company
issuing restricted shares to Mr. Eklund, explain further how you determined that the
issuance of such shares to Mr. Ma after Mr. Eklund's departure was not
compensatory.
•Tell us how your disclosures on page 16, where you state the company repurchased
shares previously issued to Mr. Eklund, supports your assertion that Mr. Ma
previously owned the shares.
•Provide any specific guidance considered in your analysis.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence Venick

CORRESP
1
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

July 29, 2024
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Amendment No. 8 to Registration Statement on Form F-4
Filed July 18, 2024
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 12, 2024 letter.
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.

July 29, 2024
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.
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.
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.
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.
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 Ordindary
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.

July 29, 2024
Page 3
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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

July
18, 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. 7 to Registration Statement on Form F-4

    Filed
    May 31, 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 May 31, 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. 7 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. 7 to Registration Statement on Form F-4

The
Business Combination and the Merger Agreement, page 16

1.
We note that you issued 1,000,000 Class A Ordinary shares to Kwai Hoi, Ma’s personal holding company, Bloomington DH Holdings.
Please revise to disclose the terms of such issuance and specifically address whether the shares are subject to any vesting condition.
Tell us how you accounted for such issuance and revise your pro forma financial statements to reflect the compensatory nature of such
issuance, if any. Lastly, revise to include a discussion of such issuance in the subsequent events footnote on page F-73. Refer to ASC
855-10-50-2.

Response: We note the Staff’s comment, and in response hereto, respectfully
clarify to the Staff that the 1,000,000 Class A Ordinary Shares that were issued to Kwai Hoi, Ma’s personal holding company, Bloomington
DH Holdings Limited (“Bloomington”), are the shares that were previously granted as stock-based compensation to Mr. Fredrik
Eklund. Pursuant to the terms of the Restricted Stock Grant Agreement dated June 15, 2022, between Real Messenger Holdings Limited (“Real
Messenger”) and Mr. Eklund (the “Grant Agreement”), Real Messenger granted 1,000,000 Class A Ordinary Shares to Mr.
Eklund, which grant was subject to vesting upon the satisfaction of both of two vesting conditions: (a) Real Messenger’s successful
completion of its de-SPAC transaction, and (b) Mr. Eklund’s remaining employed by Real Messenger’s subsidiary, Real Messenger
Inc. (the “Operating Subsidiary”), or its affiliates, through the completion of the de-SPAC transaction. The Grant Agreement
provided that Mr. Eklund would forfeit any unvested shares if these vesting conditions were not satisfied. On February 11, 2024, Mr. Eklund’s
employment with the Operating Subsidiary ended. Accordingly, he forfeited all 1,000,000 unvested Class A Ordinary Shares to Real Messenger.

On
April 19, 2024, Real Messenger issued 1,000,000 Class A Ordinary Shares to Bloomington. Mr. Kwai Hoi, Ma (through Bloomington) and
his spouse (through her personal holding company), are Real Messenger’s sole ultimate beneficial owners). These shares were
issued for nominal consideration. The issuance to Bloomington is not subject to vesting conditions and is not considered as
share-based compensation. Thus, the issuance has no impact on pro forma financial statements. 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.

Unaudited
Pro Forma Condensed Combined Financial Information, page 137

2.
We note you present a pro forma condensed combined balance sheet and condensed combined statement of operations as of, and for the
nine months ended, December 31, 2023, which were prepared using Real Messenger’s management accounts. To the extent you
continue to present December 31, 2023 pro forma financial information for Real Messenger, revise to include interim financial
statements as of, and for the nine months ended, December 31, 2023 and ensure they comply with Article 10 of Regulation S-X.
Alternatively, provide pro forma financial information pursuant to Rule 11-02(c) of Regulation S-X.

Response:
In response to the Staff’s comment, we respectfully advise that the Unaudited Pro Forma Condensed Consolidated Financial
Statements as of and for the years ended March 31, 2024 and 2023 has been prepared using Real Messenger’s audited consolidated
financial statements as of and for the years ended March 31, 2024 and 2023 in the Amendment. See
Section “UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION” on page 139.

    Page
    2

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

3.
Please explain pro forma adjustment (3) to the March 31, 2023 pro forma combined statements of operations or revise. In this regard,
based on pro forma balance sheet adjustment (5), it appears only $25,000 of estimated transaction expenses has not yet been incurred.
In addition, the adjustment for any remaining expense should assume such adjustments were made as of the beginning of the fiscal year
presented. Please explain or revise. Refer to Article 11-02(6)(i)(B) of Regulation S-X.

Response:
In response to the Staff’s comment, we respectfully refer to the Unaudited Pro Forma Condensed Consolidated Financial
Statements as of and for the year ended March 31, 2023 on page 144 in the Amendment.

Real
Messenger Holdings Limited - Notes to Unaudited Condensed Consolidated Financial Statements - Note 8 - Related Parties, page F-71

4.
We note your response to prior comment 4. Please revise here to clarify that the payment of operating expenses and the purchase of property
and equipment on behalf of the company are subject to repayment. Similar revisions should be made on page F-55, as applicable. In addition,
tell us whether any amounts paid by True Blue for marketing expenses are still subject to repayment. If so, clarify when you intend to
repay such amounts and how they are reflected in your financial statements. Similarly, tell us whether any amounts are due to Mr. Eklund
for his salary that were not previously placed in escrow.

Response: We
note the Staff’s comment, and in response hereto, respectfully clarify to the Staff that no payments of operating expenses and
the purchase of property and equipment on behalf of Real Messenger are subject to repayment to related parties. The Operating
Subsidiary ended its employment relationship with Mr. Eklund, and its contractor relationship with Mr. Eklund’s company, True
Blue, on February 11, 2024. No further amounts are due to Mr. Eklund or True Blue with respect to these relationships. All amounts
previously held in escrow accounts to pay amounts due to Mr. Eklund and True Blue, respectively, with respect to these relationships
were paid to Mr. Eklund and True Blue, respectively, prior to the end of Real Messenger’s relationship with them on February
11, 2024. Mr. Eklund and True Blue did not pay any amounts on behalf of the Company for marketing expenses or otherwise. No amounts
previously paid to or from Mr. Eklund or True Blue are subject to repayment. No amounts are due to Mr. Eklund for his salary as of
March 31, 2024, and no amounts are due to True Blue for its services as of March 31, 2024. Real Messenger respectfully has included
updated disclosure on page F-55 in its audited consolidated financial statement as of and for the years ended March 31, 2024 and
2023 in the Amendment No. 8 to Form F-4 of the Company.

*
* *

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

United States securities and exchange commission logo
June 12, 2024
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Amendment No. 7 to Registration Statement on Form F-4
Filed May 31, 2024
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 19, 2024 letter.
Amendment No. 7 to Registration Statement on Form F-4
The Business Combination and the Merger Agreement, page 16
1.We note that you issued 1,000,000 Class A Ordinary shares to Kwai Hoi, Ma’s personal
holding company, Bloomington DH Holdings. Please revise to disclose the terms of such
issuance and specifically address whether the shares are subject to any vesting condition.
Tell us how you accounted for such issuance and revise your pro forma financial
statements to reflect the compensatory nature of such issuance, if any. Lastly, revise to
include a discussion of such issuance in the subsequent events footnote on page F-73.
Refer to ASC 855-10-50-2.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 June 12, 2024 Page 2
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
June 12, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 137
2.We note you present a pro forma condensed combined balance sheet and condensed
combined statement of operations as of, and for the nine months ended, December 31,
2023, which were prepared using Real Messenger's management accounts. To the extent
you continue to present December 31, 2023 pro forma financial information for Real
Messenger, revise to include interim financial statements as of, and for the nine months
ended, December 31,2023 and ensure they comply with Article 10 of Regulation S-X.
Alternatively, provide pro forma financial information pursuant to Rule 11-02(c) of
Regulation S-X.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations, page 145
3.Please explain pro forma adjustment (3) to the March 31, 2023 pro forma combined
statements of operations or revise. In this regard, based on pro forma balance sheet
adjustment (5), it appears only $25,000 of estimated transaction expenses has not yet been
incurred. In addition, the adjustment for any remaining expense should assume such
adjustments were made as of the beginning of the fiscal year presented. Please explain or
revise. Refer to Article 11-02(6)(i)(B) of Regulation S-X.
Real Messenger Holdings Limited - Notes to Unaudited Condensed Consolidated Financial
Statements
Note 8 - Related Parties, page F-71
4.We note your response to prior comment 4. Please revise here to clarify that the payment
of operating expenses and the purchase of property and equipment on behalf of the
company are subject to repayment. Similar revisions should be made on page F-55, as
applicable. In addition, tell us whether any amounts paid by True Blue for marketing
expenses are still subject to repayment. If so, clarify when you intend to repay such
amounts and how they are reflected in your financial statements. Similarly, tell us whether
any amounts are due to Mr. Eklund for his salary that were not previously placed in
escrow.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Venick

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

United States securities and exchange commission logo
March 19, 2024
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Amendment No. 6 to Registration Statement on Form F-4
Filed March 8, 2024
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 14, 2023 letter.
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.
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

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 March 19, 2024 Page 2
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
March 19, 2024
Page 2
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.
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.
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.
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.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Venick

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

United States securities and exchange commission logo
December 14, 2023
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Amendment No. 5 to Registration Statement on Form F-4
Filed December 6, 2023
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.
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.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 December 14, 2023 Page 2
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
December 14, 2023
Page 2
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Venick

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

United States securities and exchange commission logo
November 3, 2023
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Amendment No. 3 to Registration Statement on Form F-4
Filed November 1, 2023
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 20, 2023 letter.
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.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 November 3, 2023 Page 2
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
November 3, 2023
Page 2
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.
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.
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.
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.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 November 3, 2023 Page 3
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
November 3, 2023
Page 3
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.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Venick

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

October
31, 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. (the “Company”)

    Amendment
    No. 2 to Registration Statement on Form F-4

    Filed
    October 10, 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 October 20, 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. 2 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. 2 to Registration Statement on Form F-4 filed October 10, 2023

Cover
page

1. You
                                            disclose that Real Messenger shareholders will beneficially own 51.55% of PubCo’s Ordinary
                                            Shares and will have 89.72% of the total voting power following completion of the Business
                                            Combination. It appears that these percentages, as well as all other percentages of ownership
                                            and voting power disclosed on the cover page, were not updated to factor in the additional
                                            500,000 shares that will be issued upon conversion of the October 4, 2023 Private Placement
                                            Convertible Notes or the transfer of Sponsor shares related the Private Placement agreement.
                                            Please revise or explain.

Response:
The Company has amended the cover page of the Form F-4 in response to the Staff’s comments.

Questions
and Answers About the Business Combination and the Extraordinary General Meeting What happens to the funds deposited in the Trust Account
following the Business Combination,

page
11

    Page
    2

2. We
                                            note your revised disclosures in response to prior comment 6. Please provide us with a reconciliation
                                            beginning with the balance in the Trust Account as of the most recent balance sheet date
                                            included in the filing to the current Trust Account balance as disclosed here and on page
                                            14.

Response:
Please see the following reconciliation in response to the Staff’s comments.

    Trust Account:-
    Date
    Amount
    (US$)

    Balance, brought
    forward
    June 30,
    2023
      19,698,408

    10th extension
    note payable from Sponsor
    July 5, 2023
      75,030

    11th extension note payable
    from Sponsor
    August 3, 2023
      69,763

    Payment on actual redemption of 253,315 shares
    August 3, 2023
      (2,756,067 )

    Interest
    income from Bank

      160,135

    Balance,
    carried forward
    August
    31, 2023
      17,247,269

Risks
Related to Nova Vision and the Business Combination

Nova
Vision has identified material weaknesses in its internal control over financial reporting,

page
53

3. We
                                            note your revised disclosures in response to prior comment 10. This risk factor header addresses
                                            the fact that Nova Vision has identified material weaknesses in its internal control over
                                            financial reporting. The risk factor discussion, however, appears to focus on Nova Vision’s
                                            disclosure controls and procedures. Please revise to also discuss the impact of the
                                            material weaknesses on Nova Vision’s internal control over financial reporting.

Response:
The Company has amended page 53 of the Form F-4 in response to the Staff’s comments.

Certain
Projected Information of Real Messenger, page 93

4. To
                                            the extent true, please prominently disclose that the revenue and other projections provided
                                            to the board were based on an assumed $150 million merger consideration and expected proceeds
                                            to be available to the company after consummation of the merger. Additionally, revise to
                                            highlight the current estimated merger consideration and expected proceeds as compared to
                                            the amount considered by the board in the initial report.

Response:
The Company has amended page 94 of the Form F-4 in response to the Staff’s comments.

Unaudited
Pro Forma Condensed Combined Financial Information

Basis
of Pro Forma Presentation, page 134

5. Your
                                            discussion of percentage ownerships following the Business Combination under both the no
                                            redemption and maximum redemption scenarios appears to exclude the percentage related to
                                            200,000 Nova shares held by Shareholder. Please explain why or revise as necessary.

Response:
The Company has amended page 134 of the Form F-4 in response to the Staff’s comments.

Transaction
Accounting Adjustments to Unaudited Pro Forma Condensed Financial Information

Transaction
Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance

Sheet,
page 139

6. Your
                                            revised disclosure in response to comment 1 refers to an additional non-interest bearing,
                                            unsecured promissory note on September 6, 2023 for $69,763. Please tell us how the September
                                            note is reflected in the $1,320,025 aggregate principal balance of extension notes as well
                                            as in pro forma adjustment (1), as both did not change since your last filing .

Response: The
Company has amended the Unaudited Pro Forma Condensed Combined Financial Information section of the Form F-4 in response to the
Staff’s comments. Please see the
following reconciliation table.

    Amount
    (US$)

    Principal balance
    of extension notes at August 31, 2023, per page 139 on F-1
      1,320,025.00

    Add: 2 extension promissory
    notes

    12th
    September 6, 2023
      69,763.00

    13th
    October 6, 2023
      69,763.00

    Aggregate
    principal balance of extension notes as at October 30, 2023:
      1,459,561.00

7. Your
                                            response to prior comment 16 indicates that you have currently finalized $4.5 million under
                                            the Private Placement. Please explain why pro forma adjustments (9) and (10) assume the receipt
                                            of the entire $5.0 million in proceeds from the Private Placement. Tell us the status of
                                            the remaining $500,000 funding and revise as necessary.

Response:
The Company has amended page 140 of the Form F-4 in response to the Staff’s comments.

*
* *

    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

United States securities and exchange commission logo
October 20, 2023
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Amendment No. 2 to Registration Statement on Form F-4
Filed October 10, 2023
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 12, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4 filed October 10, 2023
Cover Page
1.You disclose that Real Messenger shareholders will beneficially own 51.55% of
PubCo's Ordinary Shares and will have 89.72% of the total voting power following
completion of the Business Combination. It appears that these percentages, as well as all
other percentages of ownership and voting power disclosed on the cover page, were not
updated to factor in the additional 500,000 shares that will be issued upon conversion of
the October 4, 2023 Private Placement Convertible Notes or the transfer of Sponsor shares
related the Private Placement agreement. Please revise or explain.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 October 20, 2023 Page 2
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
October 20, 2023
Page 2
Questions and Answers About the Business Combination and the Extraordinary General Meeting
What happens to the funds deposited in the Trust Account following the Business Combination,
page 11
2.We note your revised disclosures in response to prior comment 6. Please provide us with a
reconciliation beginning with the balance in the Trust Account as of the most recent
balance sheet date included in the filing to the current Trust Account balance as disclosed
here and on page 14.
Risks Related to Nova Vision and the Business Combination
Nova Vision has identified material weaknesses in its internal control over financial reporting,
page 53
3.We note your revised disclosures in response to prior comment 10. This risk factor header
addresses the fact that Nova Vision has identified material weaknesses in its internal
control over financial reporting. The risk factor discussion, however, appears to focus on
Nova Vision's disclosure controls and procedures.  Please revise to also discuss the impact
of the material weaknesses on Nova Vision's internal control over financial reporting.
Certain Projected Information of Real Messenger, page 93
4.To the extent true, please prominently disclose that the revenue and other projections
provided to the board were based on an assumed $150 million merger consideration and
expected proceeds to be available to the company after consummation of the merger.
Additionally, revise to highlight the current estimated merger consideration and expected
proceeds as compared to the amount considered by the board in the initial report.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 134
5.Your discussion of percentage ownerships following the Business Combination under
both the no redemption and maximum redemption scenarios appears to exclude the
percentage related to 200,000 Nova shares held by Shareholder.  Please explain why or
revise as necessary.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 139
6.Your revised disclosure in response to comment 1 refers to an additional non-interest
bearing, unsecured promissory note on September 6, 2023 for $69,763.  Please tell us how
the September note is reflected in the $1,320,025 aggregate principal balance of extension
notes as well as in pro forma adjustment (1), as both did not change since your last filing.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 October 20, 2023 Page 3
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
October 20, 2023
Page 3
7.Your response to prior comment 16 indicates that you have currently finalized $4.5
million under the Private Placement. Please explain why pro forma adjustments (9) and
(10) assume the receipt of the entire $5.0 million in proceeds from the Private Placement.
Tell us the status of the remaining $500,000 funding and revise as necessary.
            Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Venick

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

October
10, 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. 1 to Registration Statement on Form F-4

    Filed
    August 21, 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 September 12, 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. 1 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. 1 to Registration Statement on Form F-4 filed August 22, 2023

Cover
page

1. Please
                                            explain what the reference to “ninth note” issued on July 3, 2023 for $350,000
                                            in your definition of references to “Notes,” or revise as necessary. In this
                                            regard, according to the disclosures in Nova Vision’s June 30, 2023 Form 10-Q, it appears
                                            the ninth note was issued on July 5, 2023 for $75,030.

Response:
The Company has amended the cover page in response to the Staff’s comments.

2. You
                                            state here and elsewhere throughout the filing that the Merger Consideration will be paid
                                            in the form of 4,500,000 newly issued PubCo Ordinary Shares that will be paid 20% in PubCo
                                            Class A Ordinary Shares and 80% in PubCo Class B Ordinary Shares. However, you also refer
                                            to the issuance of 450,000 PubCo Class A Ordinary Shares and 4,050,000 PubCo Class B Ordinary
                                            Shares, which would equate to an allocation of 10% to Class A and 90% to Class B Ordinary
                                            Shares. Please explain this apparent inconsistency or revise as necessary.

Response:
The Company has amended the cover page, page 17 and F-36 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

3. We
                                            note your response to prior comment 17. To the extent material, provide prominent disclosure
                                            about the legal and operational risks associated with being based in or having the majority
                                            of the company’s operations in China. Your disclosure should make clear whether these
                                            risks could result in a material change in your operations and/or the value of the securities
                                            you are registering for sale or could significantly limit or completely hinder your ability
                                            to offer or continue to offer securities to investors and cause the value of such securities
                                            to significantly decline or be worthless. Your disclosure should address how recent statements
                                            and regulatory actions by China’s government, such as those related to the use of variable
                                            interest entities and data security or anti-monopoly concerns, have or may impact the company’s
                                            ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign
                                            exchange. Please disclose the location of your auditor’s headquarters and whether and
                                            how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
                                            Act, 2023, and related regulations will affect your company.

Response:
The Company has amended the cover page in response to the Staff’s comments.

Prospectus
Summary, page 1

4. In
                                            your summary of risk factors, disclose the risks that your corporate structure and being
                                            based in or having the majority of the company’s operations in China poses to investors.
                                            In particular, describe the significant regulatory, liquidity, and enforcement risks with
                                            cross-references to the more detailed discussion of these risks in the prospectus. For example,
                                            specifically discuss risks arising from the legal system in China, including risks and uncertainties
                                            regarding the enforcement of laws and that rules and regulations in China can change quickly
                                            with little advance notice; and the risk that the Chinese government may intervene or influence
                                            your operations at any time, or may exert more control over offerings conducted overseas
                                            and/or foreign investment in China-based issuers, which could result in a material change
                                            in your operations and/or the value of the securities you are registering for sale. Acknowledge
                                            any risks that any actions by the Chinese government to exert more oversight and control
                                            over offerings that are conducted overseas and/or foreign investment in China-based issuers
                                            could significantly limit or completely hinder your ability to offer or continue to offer
                                            securities to investors and cause the value of such securities to significantly decline or
                                            be worthless.

Response:
The Company has amended pages 24, 25, and 45-49 in response to the Staff’s comments.

5. Disclose
                                            each permission or approval that you or your subsidiaries are required to obtain from Chinese
                                            authorities to operate your business and to offer the securities being registered to foreign
                                            investors. State whether you or your subsidiaries are covered by permissions requirements
                                            from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China
                                            (CAC) or any other governmental agency that is required to approve the operations of your
                                            subsidiaries, and state affirmatively whether you have received all requisite permissions
                                            or approvals and whether any permissions or approvals have been denied. Please also describe
                                            the consequences to you and your investors if you or your subsidiaries: (i) do not receive
                                            or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
                                            or approvals are not required, or (iii) applicable laws, regulations, or interpretations
                                            change and you are required to obtain such permissions or approvals in the future.

Response:
The Company has amended page 47 in response to the Staff’s comments.

Questions
and Answers About the Business Combination and the Extraordinary General Meeting

What
happens to the funds deposited in the Trust Account following the Business Combination, page 11

6. Please
                                            provide us with the calculations that support the $17,171,788 cash held in the Trust as of
                                            August 21, 2023 both here and on page 14, or revise your disclosures as necessary.

Response:
The Company has amended pages 11 and 14 in response to the Staff’s comments.

Page 3

Risk
Factors, page 28

7. We
                                            note your response to our prior comment 7 and reissue the comment. 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.

Response:
The Company has amended page 26 in response to the Staff’s comments.

8. To
                                            the extent the Chinese government is able to exert significant oversight and discretion over
                                            the conduct of your business, please revise to highlight separately the risk that the Chinese
                                            government may intervene or influence your operations at any time, which could result in
                                            a material change in your operations and/or the value of the securities you are registering.
                                            Also, given recent statements by the Chinese government indicating an intent to exert more
                                            oversight and control over offerings that are conducted overseas and/or foreign investment
                                            in China-based issuers, acknowledge the risk that any such action could significantly limit
                                            or completely hinder your ability to offer or continue to offer securities to investors and
                                            cause the value of such securities to significantly decline or be worthless.

Response:
The Company has amended pages 48-49 in response to the Staff’s comments.

Risks
Related to Real Messenger’s Business

We
have identified material weaknesses in our internal control over financial reporting..., page 42

9. We
                                            note your revised disclosures in response to prior comment 9 . Please further revise
                                            to clarify which steps in your remediation efforts, if any, you have begun. In this regard,
                                            you state “we intend to take” a number of measures to remediate the material
                                            weakness, which implies you have not yet begun such efforts. However, you also state that
                                            you can give no assurance that the measures “we have taken” or plan to take in
                                            the future will remediate the material weakness. To the extent you have begun such efforts,
                                            revise to disclose any material costs incurred to date as part of your remediation plan.

Response:
The Company has amended page 44 in response to the Staff’s comments.

Risks
Related to Nova Vision and the Business Combination

Nova
Vision has identified a material weakness in its internal control over financial reporting..., page 46

10. Please
                                            further revise the risk factor that you added in response to prior comment 10  to also
                                            address the material weaknesses in Nova Vision’s internal control over financial reporting.
                                            Address the steps taken or those that will be taken, to remediate such weaknesses and the
                                            resulting conclusions on Nova Vision’s internal control over financial reporting.

Response:
The Company has amended page 53 in response to the Staff’s comments.

Risks
Related to PubCo’s Securities

Pubco
will be “an emerging growth company,” as defined under the federal securities laws..., page 58

11. We
                                            note your revised disclosures in response to prior comment 12  where you state that
                                            Real Messenger Corporation “intends” not to opt out of the extended transition
                                            period for complying with new or revised accounting standards. Please further revise to disclose
                                            the actual election made by Real Messenger Corporation. In this regard, Question 13 of the
                                            Jumpstart Our Business Startups Act FAQs states that an emerging growth company must make
                                            such election at the time the company is first required to file a registration statement.

Response:
The Company has amended page 67 to address the Staff’s comments and clarify, consistent with
the disclosures set forth on pages F-10 and F-28, to clarify that Real Messenger Corporation has not opted out of the extended transition
period for complying with new or revised accounting standards.

Page 4

Proposal
No. 2: The Acquisition Merger Proposal

Certain
Projected Information of Real Messenger, page 86

12. We
                                            note the term of the projections and the significantly reduced Merger Consideration. Please
                                            explain the basis of the projections beyond year three and clearly describe how the assumptions
                                            relate to and resulted in the projected financial information, identifying the limitations
                                            of the projections, and addressing the expected Merger Consideration at the time the projections
                                            were provided. It should be clear from your revisions how the projected growth rates are
                                            sustainable over the selected period of time, and why assuming such growth rates is reasonable.
                                            In addition, revise to provide additional detail concerning the assumptions underlying each
                                            projected metric included in each table.

Response:
The Company has amended pages 92-95 in response to the Staff’s comments.

Business
of Real Messenger

Overview,
page 95

13. We
                                            note that a majority of your development team are employed by Real Corporation Limited, a
                                            Hong Kong entity, and all five of your directors reside in Hong Kong. Please revise to provide
                                            a detailed discussion regarding the type

United States securities and exchange commission logo
September 12, 2023
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Amendment No. 1 to Registration Statement on Form F-4
Filed August 21, 2023
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 28, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed August 22, 2023
Cover page
1.Please explain what the reference to "ninth note" issued on July 3, 2023 for $350,000 in
your definition of references to "Notes," or revise as necessary.  In this regard, according
to the disclosures in Nova Vision's June 30, 2023 Form 10-Q, it appears the ninth note
was issued on July 5, 2023 for $75,030.
2.You state here and elsewhere throughout the filing that the Merger Consideration will be
paid in the form of 4,500,000 newly issued PubCo Ordinary Shares that will be paid 20%
in PubCo Class A Ordinary Shares and 80% in PubCo Class B Ordinary Shares.
However, you also refer to the issuance of 450,000 PubCo Class A Ordinary Shares and
4,050,000 PubCo Class B Ordinary Shares, which would equate to an allocation of 10% to

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 September 12, 2023 Page 2
 FirstName LastNameKwai Hoi Ma
Real Messenger Corp
September 12, 2023
Page 2
Class A and 90% to Class B Ordinary Shares.  Please explain this apparent inconsistency
or revise as necessary.
3.We note your response to prior comment 17. To the extent material, provide prominent
disclosure about the legal and operational risks associated with being based in or having
the majority of the company’s operations in China. Your disclosure should make clear
whether these risks could result in a material change in your operations and/or the value of
the securities you are registering for sale or could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on a U.S. or other foreign exchange. Please disclose the location of your auditor’s
headquarters and whether and how the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations will affect
your company.
Prospectus Summary, page 1
4.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
5.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the operations of your subsidiaries, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or
approvals have been denied. Please also describe the consequences to you and your

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 September 12, 2023 Page 3
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
September 12, 2023
Page 3
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
Questions and Answers About the Business Combination and the Extraordinary General Meeting
What happens to the funds deposited in the Trust Account following the Business Combination,
page 11
6.Please provide us with the calculations that support the $17,171,788 cash held in the Trust
as of August 21, 2023 both here and on page 14, or revise your disclosures as necessary.
Risk Factors, page 28
7.We note your response to our prior comment 7 and reissue the comment. 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.
8.To the extent the Chinese government is able to exert significant oversight and discretion
over the conduct of your business, please revise to highlight separately the risk that the
Chinese government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or the value of the securities you are
registering. Also, given recent statements by the Chinese government indicating an intent
to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers, acknowledge the risk that any such action
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless.
Risks Related to Real Messenger's Business
We have identified material weaknesses in our internal control over financial reporting.. ., page
42
9.We note your revised disclosures in response to prior comment 9.  Please further revise to
clarify which steps in your remediation efforts, if any, you have begun.  In this regard, you
state "we intend to take" a number of measures to remediate the material weakness, which
implies you have not yet begun such efforts.  However, you also state that you can give no
assurance that the measures "we have taken" or plan to take in the future will remediate
the material weakness.  To the extent you have begun such efforts, revise to disclose any
material costs incurred to date as part of your remediation plan.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 September 12, 2023 Page 4
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
September 12, 2023
Page 4
Risks Related to Nova Vision and the Business Combination
Nova Vision has identified a material weakness in its internal control over financial reporting. . .,
page 46
10.Please further revise the risk factor that you added in response to prior comment 10 to also
address the material weaknesses in Nova Vision's internal control over financial
reporting.  Address the steps taken or those that will be taken, to remediate such
weaknesses and the resulting conclusions on Nova Vision's internal control over financial
reporting.
Risks Related to PubCo's Securities
Pubco will be "an emerging growth company," as defined under the federal securities laws... ,
page 58
11.We note your revised disclosures in response to prior comment 12 where you state that
Real Messenger Corporation "intends" not to opt out of the extended transition period for
complying with new or revised accounting standards.  Please further revise to disclose the
actual election made by Real Messenger Corporation.  In this regard, Question 13 of the
Jumpstart Our Business Startups Act FAQs states that an emerging growth company must
make such election at the time the company is first required to file a registration
statement.
Proposal No. 2: The Acquisition Merger Proposal
Certain Projected Information of Real Messenger, page 86
12.We note the term of the projections and the significantly reduced Merger
Consideration. Please explain the basis of the projections beyond year three and clearly
describe how the assumptions relate to and resulted in the projected financial information,
identifying the limitations of the projections, and addressing the expected Merger
Consideration at the time the projections were provided. It should be clear from your
revisions how the projected growth rates are sustainable over the selected period of time,
and why assuming such growth rates is reasonable.  In addition, revise to provide
additional detail concerning the assumptions underlying each projected metric included in
each table.
Business of Real Messenger
Overview, page 95
13.We note that a majority of your development team are employed by Real Corporation
Limited, a Hong Kong entity, and all five of your directors reside in Hong Kong.  Please
revise to provide a detailed discussion regarding the types of data collected by the
development team.  As non-exclusive examples, clarify whether development team and
Real Corporation Limited have access to U.S. citizens metadata, personally identifiable
information, or any other types of data regarding U.S. users.  To the extent they have

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 September 12, 2023 Page 5
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
September 12, 2023
Page 5
access to such data, include a discussion regarding the ability of the PRC or Hong Kong to
access or request such data, and provide risk factor disclosure as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of Operations of Real
Messenger, page 109
14.We note your revised disclosures in response to prior comment 19 where you discuss
various key metrics used by management in assessing the growth and prospects of your
business.   Please further revise to provide quantified information for each key metric for
each period presented.  Also, define each metric, explain how it is used, and describe how
each is calculated.  In addition, with regard to the number of downloads of the Real
Messenger app, tell us the number or percentage of downloads that were active for each
period presented and clarify how you define an active app.   Refer to SEC Release No. 33-
10751.
Unaudited Pro Forma Condensed Combined Financial Information, page 126
15.Your response to prior comment 1 refers to revised disclosures on page 127, which states
that Nova's current public shareholders will own 17.65% of the issued share capital of
PubCo.  However, elsewhere in the filing (i.e. cover page and pages 9 and 134) you
indicate that the public shareholders will own 24.35% of the issued share capital.  Please
explain this apparent inconsistency and revise your disclosures as necessary.
Notes to unaudited condensed combined financial statements
Basis of Presentation, page 131
16.We note that you removed pro forma adjustments (8) and (9) in response to prior
comment 25. However, your disclosures on page 132 continue to state that you intend to
enter into subscription agreements with various investors for the private placement of
ordinary shares, which will close shortly before the closing of the Business Combination
resulting in gross proceeds of $11.5 million.  In your response, please tell us the status of
any negotiations related to this Private Placement.  To the extent you have commitments
in place to close such Private Placements prior to the Business Combination as your
disclosures imply, explain why you removed these adjustments.  Alternatively, revise to
include a discussion in your footnotes regarding the impact to the pro forma financial
statements, including pro forma earnings per share, if you were to receive such financing
or the implications to Real Messenger's business if such agreements are not finalized, and
revise the disclosures on page 132 as necessary.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 September 12, 2023 Page 6
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
September 12, 2023
Page 6
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 132
17.We note pro forma adjustment (4), which reflects the issuance of promissory notes to
settle transaction fees, was added in response to prior comment 23.  Please tell us whether
you have secured these notes and if so, revise to disclose the name of the party that funded
such notes.  To the extent you have not secured such notes, explain further the basis of this
pro forma adjustment.
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Austin Pattan, Staff Attorney, at
(202) 551-6756 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Venick

CORRESP
1
filename1.htm

    Loeb
    & Loeb LLP

    2206-19 Jardine House 1

    Connaught Road Central

    Hong Kong SAR

    Main

    Fax

    +852-3923-1111

    +852-3923-1100

August
21, 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.

    Registration
    Statement on Form F-4

    Filed
    July 3, 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 July 28, 2023 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced 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.

Registration
Statement on Form F-4 filed July 3, 2023

Cover
Page

    1.
    You
    state that after the Business Combination, Nova Vision’s current public shareholders will own 10.57% of the issued share capital
    of PubCo and Nova Vision’s current directors, officers and affiliates will own approximately 8.06%. Please provide the calculations
    that support these disclosures or revise as necessary.

Response:
The disclosure on the cover page and on pages 127 and 134 of the Registration Statement has been revised in accordance with the Staff’s
comment.

    2.
    We
    note that you will be a controlled company under the Nasdaq listing rules following the business combination. Please include this
    disclosure on the prospectus cover page. Additionally, include the natural person(s) expected to exercise voting and other dispositive
    power over the company following the business combination.

Response:
The disclosure on the cover page and on page 30 of the Registration Statement has been revised in accordance with the Staff’s
comment.

Questions
and Answers

Do
any of Nova Vision’s directors or officers have interests that may conflict. . ., page 5

    3.
    We
    note your statement that “Nova Vision’s directors and officers have an incentive to complete an initial business combination
    and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business
    is an appropriate business with which to effect Nova Vision’s initial business combination.” Please revise to discuss
    the fact that such a business combination may be on terms that disfavor the public shareholders.

Response:
The disclosure on pages 4, 22, 23 and 46 of the Registration Statement has been revised in accordance with the Staff’s
comment.

How
will the Initial Shareholders vote?, page 6

    4.
    We
    note the disclosure on page 6 that the Initial Shareholders may purchase NOVA Ordinary Shares in the open market or private transactions
    and have agreed to vote those securities in favor of approval of the business combination transaction. Please provide your analysis
    on how such potential purchases would comply with Rule 14e-5.

Response:
The disclosure on pages 6 and 52 of the Registration Statement has been revised in accordance with the Staff’s comment.

Will
I experience dilution as a result of the business combination?, page 8

    5.
    It
    appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to include the effective
    underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response:
The disclosure on pages 9 and 10 of the Registration Statement has been revised in accordance with the Staff’s comment.

Additional
Agreements Executed at the Signing of the Merger Agreement, page 18

    6.
    We
    note that the lock-up agreements to be entered into at closing will be “subject to certain customary exceptions.” Please
    disclose these exceptions.

Response:
The disclosure on pages 18 and 73 of the Registration Statement has been revised in accordance with the Staff’s comment.

Risk
Factors, page 28

    7.
    Your
    risk factor summary includes several risks that do not have corresponding risk factor disclosure. For example, the risk factor summary
    states that you will not obtain a fairness opinion from an unaffiliated third party. It also states that significant redemptions
    could cause the PubCo Ordinary shares to become less liquid. These are non-exhaustive examples. 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.

Response:
The disclosure in the Risk Factors summary on pages 23 through 26 of the Registration Statement have been revised in accordance
with the Staff’s comment. In addition, we have added a risk factor as to not obtaining a fairness opinion on page 46 of the Registration
Statement.

    2

    8.
    Please
    revise to include a risk factor highlighting that Nova Vision has experienced a significant number of redemptions and could experience
    further redemptions in connection with the business combination. This risk factor should include a discussion of the impact that
    additional redemptions may have on your ability to fund the surviving company, including the likelihood that you will be unable to
    raise additional capital on favorable terms. Discuss the downward pressure potential sales of securities following additional capital
    raising transactions may have on the trading price of the combined entity.

Response:
The disclosure on page 44 of the Registration Statement has been revised in accordance with the Staff’s comment.

Risk
Related to Real Messenger’s Business

We
have identified material weaknesses in our internal control over financial reporting..., page 36

    9.
    Please
    revise to describe the specific remediation measures you have taken to date, if any, and those you still plan to take to address
    the material weaknesses in your internal control over financial reporting. Also, disclose when you expect to fully remediate these
    weaknesses and any material costs incurred to date as part of your remediation plan. In addition, explain why you have repeated this
    risk factor, and others, on page 40 or revise accordingly.

Response: The
disclosures and risk factors on pages 38 and 42 of the Registration Statement has been revised in accordance with the Staff’s
comment. The risk factor regarding potential litigation risks regarding material weaknesses in internal controls over financial
reporting, and other risk factors that were inadvertently repeated, have been revised to eliminate repetitive text.

Risks
Related to Nova Vision and the Business Combination, page 40

    10.
    We
    note that Nova Vision Acquisition has identified material weaknesses in their internal control over financial reporting related to
    the lack of accounting staff with appropriate knowledge of U.S. GAAP and SEC reporting, and as a result they have determined that
    their disclosure controls and procedures and internal control over financial reporting were not effective. Please revise to include
    a risk factor addressing Nova Vision’s material weaknesses and the results of their controls and procedures evaluations.

Response:
The disclosure on page 46 of the Registration Statement has been revised in accordance with the Staff’s comment.

    3

Nova
Vision shareholders will experience immediate dilution as a consequence..., page 49

    11.
    We
    note your statement that having a minority share position may reduce the influence that Nova Vision’s current shareholders
    have on management. Please revise to highlight the unlikelihood that current Nova Vision shareholders will be able to meaningfully
    effect any corporate changes that require a shareholder vote, including the election of directors, future business combinations,
    rights issuances or stock-splits. These examples are non- exhaustive.

Response:
The disclosure on page 51 of the Registration Statement has been revised in accordance with the Staff’s comment.

Risks
Related to PubCo’s Securities

PubCo
will be an “emerging growth company,” as defined under the federal securities laws..., page 58

    12.
    You
    state that “if” the PubCo elects not to opt out of the extended transition period for complying with new or revised accounting
    standards, such financial statements may not be comparable to other public companies. Please revise to more clearly state whether
    Real Messenger Corporation has made such election. Refer to Question 13 of the Jumpstart Our Business Startups Act FAQs.

Response:
The disclosure on pages 60 and F-28 of the Registration Statement has been revised in accordance with the Staff’s comment.

Nova
Vision’s Reasons for Approval of the Business Combination, page 82

    13.
    We
    note your statement that board considered the listed factors “among other things.” Please revise to include, without
    qualification, the full list of material factors considered by the board when determining whether to approve of the business combination.

Response:
The disclosure on pages 83 and 84 of the Registration Statement has been revised in accordance with the Staff’s comment.

Certain
Projected Information of Real Messenger, page 87

    14.
    We
    note that you have provided a summary of the projections. Please revise to include the full projections provided to the board. In
    addition, we note that Real Messenger’s management relied on numerous assumptions to derive the projections. Revise your discussion
    to include all material assumptions underlying the projections and how they were used.

Response:
The disclosure on page 88 of the Registration Statement has been revised in accordance with the Staff’s comment.

    15.
    We
    note that the board considered five years of Real Messenger projections and that long- term projections are subject to increased
    uncertainty. Please tell us how the board relied upon these projections. Further, tell us how the board was able to determine that
    the forecasts reflecting more than straight line growth assumptions were reasonable, in light of the extensive length and the company
    currently not having any revenue generating operations and the significant number of redemptions.

Response:
The disclosure on page 88 of the Registration Statement has been revised in accordance with the Staff’s comment.

    4

Recommendation
of Nova Vision Board, page 88

    16.
    We
    note your statement that the board has determined the Business Combination with Real Messenger is in the best interests of Nova Vision
    and its shareholders. Please clarify whether the board considered the business combination to be in the best interests of Nova Vision’s
    unaffiliated shareholders.

Response:
The disclosure on pages 86 and 88 of the Registration Statement has been revised in accordance with the Staff’s comment.

Business
of Real Messenger, page 95

    17.
    We
    note your disclosure that 95% of your members are U.S. based. However, we note that a majority of your development team employees
    are located in Hong Kong, and that you had a significant lax liability in Hong Kong for fiscal years 2021 and 2022. We further note
    your disclosure that you “shall not undertake a business combination with any entity with its principal business operations
    in China (including Hong Kong and Macau)”, but that you have two subsidiaries located in Hong Kong. Please revise to provide
    a more complete discussion regarding the extent of your business operations in Hong Kong, quantify the percentage of employees based
    there as well as whether any of your officers and directors are located in Hong Kong or China, and the percentage of revenue that
    is attributable to your Hong Kong subsidiaries.

Response:
The disclosure on pages 41, 95 and 108 have been revised to address the topics set forth in the Staff’s comment, including
to better explain why Nova Vision does not believe that Real Messenger should be considered an “entity with its principal business
operations in China (including Hong Kong and Macau),” and that Nova Vision and Real Messenger do not expect to generate any revenue
from China (including Hong Kong and Macau).

    5

Increase
Monetization While Creating Added Value for Our Members, page 101

    18.
    We
    note your statements regarding “increasing monetization” and “further monetizing” your platform. Please revise
    these statements to avoid the implication that the company has monetized its platform. To this end, we note that the company has
    not generated any revenues from its platform or developed any monetized solutions to date.

Response:
The disclosure on page 101 of the Registration Statement has been revised in accordance with the Staff’s comment.

Management’s
Discussion and Analysis of Financial Condition and the Results of Operations of Real Messenger, page 109

    19.
    We
    note that you include a list of key metrics in your business description on page 99. If these are key metrics used by management
    to assess the performance of your business, please revise to list these metrics and how they are used by management in management’s
    discussion of and analysis of financial condition and results of operations.

Response:
RM/NP

    6

Unaudited
Pro Forma Condensed Combined Financial Information Description of the Transactions, page 126

    20.
    You
    disclose that an additional 7,500,000 ordinary shares may be issued to the Real Messenger shareholders as earnout consideration.
    Please tell us, and revise to disclose, how you plan to account for the earnout consideration and provide the authoritative literature
    that supports your view. Include your assessment of the preliminary fair value of the earnout shares and revise the pro forma financial
    statements accordingly. If you determine that the earnout shares will be accounted for as a liability, disclose the factors that
    will impact the fair value of such shares and the resulting impact on your pro forma financial statements.

Response:
We respectfully inform the staff that the Merger Agreement Amendment dated August 15, 2023 removed the earnout from the terms
of the transaction, accordingly, disclosure regarding the earnout consideration is no longer appropriate and has been removed from the
revised Registration Statement.

Notes
to Unaudited Pro Forma Condensed Combined Financial Statements

Transaction
Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 132

    21.
    Please
    revise pro forma adjustment (1) to cash and cash equivalents to reflect the additional $225,000 deposited into the trust account
    by the Sponsor as indicated on page 132. Also, include a separate pro forma adjustment labeled (2) to cash and cash equivalents to
    reflect the cash released from the trust account.

Response:
The disclosure on page 132 of the Registration Statement has been revised in accordance with the Staff’s comment.

    22.
    We
    note pro forma adjustment (3) assumes that the Note payable and Due to related parties will be settled with the issuance of 138,341
    Nova ordinary shares. Your disclosures on page 14 indicate that the Notes will either be paid upon consummation of the business combination,
    or at the lender’s discretion, converted into units at $10.00 per unit. Please revise your pro forma notes to state, if true,
    that the note holders have chosen to convert their notes rather than cash settle the debt. If they have not done so, explain

United States securities and exchange commission logo
July 28, 2023
Kwai Hoi Ma
Chief Executive Office
Real Messenger Corp
695 Town Center Drive, Suite 1200
Costa Mesa, CA 92626
Re:Real Messenger Corp
Registration Statement on Form F-4
Filed July 3, 2023
File No. 333-273102
Dear Kwai Hoi Ma:
            We have reviewed your registration statement and have the following comments. In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed July 3, 2023
Cover Page
1.You state that after the Business Combination, Nova Vision's current public shareholders
will own 10.57% of the issued share capital of PubCo and Nova Vision's current directors,
officers and affiliates will own approximately 8.06%. Please provide the calculations that
support these disclosures or revise as necessary.
2.We note that you will be a controlled company under the Nasdaq listing rules following
the business combination. Please include this disclosure on the prospectus cover page.
Additionally, include the natural person(s) expected to exercise voting and other
dispositive power over the company following the business combination.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 July 28, 2023 Page 2
 FirstName LastName
Kwai Hoi Ma
Real Messenger Corp
July 28, 2023
Page 2
Questions and Answers
Do any of Nova Visions directors or officers have interests that may conflict. . ., page 5
3.We note your statement that “Nova Vision’s directors and officers have an incentive to
complete an initial business combination and may have a conflict of interest in the
transaction, including without limitation, in determining whether a particular business is
an appropriate business with which to effect Nova Vision’s initial business combination.”
Please revise to discuss the fact that such a business combination may be on terms that
disfavor the public shareholders.
How will the Initial Shareholders vote?, page 6
4.We note the disclosure on page 6 that the Initial Shareholders may purchase NOVA
Ordinary Shares in the open market or private transactions and have agreed to vote those
securities in favor of approval of the business combination transaction. Please provide
your analysis on how such potential purchases would comply with Rule 14e-5.
Will I experience dilution as a result of the business combination?, page 8
5.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to include the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Additional Agreements Executed at the Signing of the Merger Agreement, page 18
6.We note that the lock-up agreements to be entered into at closing will be “subject to
certain customary exceptions.” Please disclose these exceptions.
Risk Factors, page 28
7.Your risk factor summary includes several risks that do not have corresponding risk factor
disclosure. For example, the risk factor summary states that you will not obtain a fairness
opinion from an unaffiliated third party. It also states that significant redemptions could
cause the PubCo Ordinary shares to become less liquid. These are non-exhaustive
examples. 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.
8.Please revise to include a risk factor highlighting that Nova Vision has experienced a
significant number of redemptions and could experience further redemptions in
connection with the business combination. This risk factor should include a discussion of
the impact that additional redemptions may have on your ability to fund the surviving
company, including the likelihood that you will be unable to raise additional capital on
favorable terms. Discuss the downward pressure potential sales of securities following
additional capital raising transactions may have on the trading price of the combined

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 July 28, 2023 Page 3
 FirstName LastNameKwai Hoi Ma
Real Messenger Corp
July 28, 2023
Page 3
entity.
Risk Related to Real Messenger's Business
We have identified material weaknesses in our internal control over financial reporting..., page
36
9.Please revise to describe the specific remediation measures you have taken to date, if any,
and those you still plan to take to address the material weaknesses in your internal control
over financial reporting. Also, disclose when you expect to fully remediate these
weaknesses and any material costs incurred to date as part of your remediation plan. In
addition, explain why you have repeated this risk factor, and others, on page 40 or revise
accordingly.
Risks Related to Nova Vision and the Business Combination, page 40
10.We note that Nova Vision Acquisition has identified material weaknesses in their internal
control over financial reporting related to the lack of accounting staff with appropriate
knowledge of U.S. GAAP and SEC reporting, and as a result they have determined that
their disclosure controls and procedures and internal control over financial reporting were
not effective. Please revise to include a risk factor addressing Nova Vision's material
weaknesses and the results of their controls and procedures evaluations.
Nova Vision shareholders will experience immediate dilution as a consequence..., page 49
11.We note your statement that having a minority share position may reduce the influence
that Nova Vision’s current shareholders have on management. Please revise to highlight
the unlikelihood that current Nova Vision shareholders will be able to meaningfully effect
any corporate changes that require a shareholder vote, including the election of directors,
future business combinations, rights issuances or stock-splits. These examples are non-
exhaustive.
Risks Related to PubCo's Securities
PubCo will be an "emerging growth company," as defined under the federal securities laws...,
page 58
12.You state that "if" the PubCo elects not to opt out of the extended transition period for
complying with new or revised accounting standards, such financial statements may not
be comparable to other public companies. Please revise to more clearly state whether Real
Messenger Corporation has made such election. Refer to Question 13 of the Jumpstart Our
Business Startups Act FAQs.
Nova Visions Reasons for Approval of the Business Combination, page 82
13.We note your statement that board considered the listed factors “among other things.”
Please revise to include, without qualification, the full list of material factors considered
by the board when determining whether to approve of the business combination.

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 July 28, 2023 Page 4
 FirstName LastNameKwai Hoi Ma
Real Messenger Corp
July 28, 2023
Page 4
Certain Projected Information of Real Messenger, page 87
14.We note that you have provided a summary of the projections. Please revise to include the
full projections provided to the board. In addition, we note that Real Messenger’s
management relied on numerous assumptions to derive the projections. Revise your
discussion to include all material assumptions underlying the projections and how they
were used.
15.We note that the board considered five years of Real Messenger projections and that long-
term projections are subject to increased uncertainty. Please tell us how the board relied
upon these projections. Further, tell us how the board was able to determine that the
forecasts reflecting more than straight line growth assumptions were reasonable, in light
of the extensive length and the company currently not having any revenue generating
operations and the significant number of redemptions.
Recommendation of Nova Vision Board, page 88
16.We note your statement that the board has determined the Business Combination with
Real Messenger is in the best interests of Nova Vision and its shareholders. Please clarify
whether the board considered the business combination to be in the best interests of Nova
Vision’s unaffiliated shareholders.
Business of Real Messenger, page 95
17.We note your disclosure that 95% of your members are U.S. based.  However, we note
that a majority of your development team employees are located in Hong Kong, and that
you had a significant lax liability in Hong Kong for fiscal years 2021 and 2022.  We
further note your disclosure that you "shall not undertake a business combination with any
entity with its principal business operations in China (including Hong Kong and Macau)",
but that you have two subsidiaries located in Hong Kong. Please revise to provide a more
complete discussion regarding the extent of your business operations in Hong
Kong, quantify the percentage of employees based there as well as whether any of your
officers and directors are located in Hong Kong or China, and the percentage of revenue
that is attributable to your Hong Kong subsidiaries.
Increase Monetization While Creating Added Value for Our Members, page 101
18.We note your statements regarding "increasing monetization" and "further monetizing"
your platform. Please revise these statements to avoid the implication that the company
has monetized its platform. To this end, we note that the company has not generated any
revenues from its platform or developed any monetized solutions to date.
Management's Discussion and Analysis of Financial Condition and the Results of Operations of
Real Messenger, page 109
19.We note that you include a list of key metrics in your business description on page 99. If

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 July 28, 2023 Page 5
 FirstName LastNameKwai Hoi Ma
Real Messenger Corp
July 28, 2023
Page 5
these are key metrics used by management to assess the performance of your business,
please revise to list these metrics and how they are used by management in management’s
discussion of and analysis of financial condition and results of operations.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Transactions, page 126
20.You disclose that an additional 7,500,000 ordinary shares may be issued to the Real
Messenger shareholders as earnout consideration. Please tell us, and revise to disclose,
how you plan to account for the earnout consideration and provide the authoritative
literature that supports your view. Include your assessment of the preliminary fair value of
the earnout shares and revise the pro forma financial statements accordingly. If you
determine that the earnout shares will be accounted for as a liability, disclose the factors
that will impact the fair value of such shares and the resulting impact on your pro forma
financial statements.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 132
21.Please revise pro forma adjustment (1) to cash and cash equivalents to reflect the
additional $225,000 deposited into the trust account by the Sponsor as indicated on page
132. Also, include a separate pro forma adjustment labeled (2) to cash and cash
equivalents to reflect the cash released from the trust account.
22.We note pro forma adjustment (3) assumes that the Note payable and Due to related
parties will be settled with the issuance of 138,341 Nova ordinary shares. Your disclosures
on page 14 indicate that the Notes will either be paid upon consummation of the business
combination, or at the lender's discretion, converted into units at $10.00 per unit. Please
revise your pro forma notes to state, if true, that the note holders have chosen to convert
their notes rather than cash settle the debt. If they have not done so, explain why you are
assuming payment in shares.
23.You disclose in pro forma adjustment (4) that transaction costs are not included in the pro
forma condensed combined statement of operations as they are “nonrecurring.” Please
revise to reflect any unrecorded transaction costs that will be expensed as part of the
merger in the pro forma condensed combined statement of operations, effective as of the
beginning of the fiscal year presented. To the extent these costs will not impact the results
of the combined entity beyond 12 months after the merger, revise to indicate as such in the
notes to the pro forma condensed combined financial statements. Refer to Rule 11-
02(a)(6)(B) and 11-02(a)(11)(i) of Regulation S-X.
24.Pro forma note (5) includes a discussion of the public shares redeemed and the
related redemption payment on November 9, 2022. Considering the redemptions are
already reflected in the historical financial statements of Nova Vision, please revise to

 FirstName LastNameKwai Hoi Ma
 Comapany NameReal Messenger Corp
 July 28, 2023 Page 6
 FirstName LastNameKwai Hoi Ma
Real Messenger Corp
July 28, 2023
Page 6
remove this disclosure from pro forma note (5). Instead, disclose the fact that the deferred
underwriting fees payable upon consummation of the merger will be based on 3% of the
the trust balance, subject to a $500,000 minimum. Also, include a separate pro forma
footnote to reflect the cash that will be paid to redeem additional shares under the interim
and maximum redemption scenarios.
25.We note that you intend to enter into subscription agreements with investors for the
private placement of your ordinary shares. Please tell us whether any subscriptions
agreements have been finalized to date.  To the extent you do not have subscription
agreements in place, tell us your basis for assuming the issuance and conversion of private
placement notes in pro forma balance sheet. In this regard, consider removing pro forma
adjustments (8) and (9) from the pro forma financial statements and instead include a
footnote only discussion of the impact to your pro forma financial statements, including
your earnings per share, if you were to receive such financing or the implications to your
business if such agreements are not finalized.
Earnings per share, page 134
26.Please revise to clarify what the weighted average shares outstanding in the second chart
on page 134 is intending to convey. In this regard, we note that the 11,815,703 includes
Nova public rights and Nova rights included in the Private Units. Considering such rights
will convert into ordinary shares upon consummation of the Business Combination,
explain why such shares are not included in the pro forma per share calculations or revise.
Experts, page 173
27.We note that Friedman LLP opined on the company's March 31, 2022 financial statements
while Marcum Asia CPAs LLP opined on the March 31, 2023 financial statements. Please
revise to include the disclosures required by Item 14(j) of Form F-4 and Item 16F of Form
20-F or explain.
Nova Vision Acquisition Corp Financial Statements, page F-1
28.Please update to include the appropriate interim period financial statements in the next
amendment. Refer to Rule 8-08 of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to t