Real Messenger Corp-A美股招股说明书(2026-06-09版)

Up to 5,714,284 Units, Each Unit Consisting of One Class A Ordinary Share or one Pre-Funded Warrant to Purchase one ClassA Ordinary Share andOne Common Warrant to purchase One Class A Ordinary ShareUp to 171,428 Placement Agent Warrants to initially purchase up to 171,428 Class A Ordinary SharesClass A Ordinary Shares underlying the Common Warrants, the Pre-Funded Warrants and the Placement AgentWarrants Real Messenger Corporation We are offering on a best efforts basis up to 5,714,284 (the “Units”), each consisting of one Class A Ordinary Share, par valueUS$0.0001 per share (each a “Class A Ordinary Share” and collectively the “Class A Ordinary Shares”) of Real MessengerCorporation (“Real Messenger Corporation”, the “Company”, “we”, “our”, “us”) or one Pre-Funded Warrant (as defined below) inlieu thereof, and one warrant to purchase one Class A Ordinary Share (“Common Warrant”), at an offering price of US$0.70 perUnit. The Units have no stand-alone rights and will not be certified or issued as stand-alone securities. Each Common Warrant isexercisable immediately on the date of issuance at an exercise price of US$0.70 per share (equal to 100% of the public offering priceof each Unit sold in this offering), and will expire five years from the date of issuance. We are also offering to each purchaser of Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99%of our outstanding Class A Ordinary Shares immediately following the consummation of this offering the opportunity to purchaseUnits consisting of one Class A Ordinary Share or one pre-funded warrant to purchase one Class A Ordinary Share (in lieu of oneClass A Ordinary Share) (the “Pre-Funded Warrants”), and one Common Warrant. A holder of Pre-Funded Warrants will not havethe right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excessof 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of Class A Ordinary Sharesoutstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will entitle the holder thereof to subscribe forone Class A Ordinary Share. The purchase price of each Unit including a Pre-Funded Warrant will be equal to the price per Unitincluding one Class A Ordinary Share, minus $0.0001, and the remaining exercise price of each Pre-Funded Warrant will be $0.0001per Class A Ordinary Share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) andmay be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Unit including a Pre-Funded Warrantwe sell (without regard to the limitation on exercise set forth therein), the number of Units including a Class A Ordinary Share we areoffering will be decreased on a one-for-one basis. The Class A Ordinary Shares and the accompanying Common Warrants, or the Pre-Funded Warrants and the accompanying CommonWarrants, can only be purchased together in this offering but will be issued separately and will be immediately separable uponissuance. We are also registering the Class A Ordinary Shares, the Pre-Funded Warrants and the Common Warrants included in theUnits offered hereby, the Placement Agent Warrants (as defined below) as well as the underlying Class A Ordinary Shares issuablefrom time to time upon exercise of the Pre-Funded Warrants and the Common Warrants included in the Units offered hereby and thePlacement Agent Warrants. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “RMSG.” On June 5, 2026, the last reportedsales price of our Class A Ordinary Shares on the Nasdaq Capital Market was US$1.83 per share. There is no established trading market for the Common Warrants, the Pre-Funded Warrants and the Placement Agent Warrants, and wedo not expect an active trading market to develop. We do not intend to list the Common Warrants, the Pre-Funded Warrants or thePlacement Agent Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of thesesecurities will be limited. The securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completednot later than one business day following the commencement of sales in this offering (the effective date of the registration statement ofwhich this prospectus forms a part) and we will deliver all securities to be issued in connection with this offering on a delivery-versus-payment / receipt-versus-payment upon receipt of investor funds by us. Accordingly, neither we nor the placement agent have madeany arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investorfunds in connection with the sale of the securities offered hereunder. We have engaged Maxim Group LLC as our exclusive placement agent (“Max