Real Messenger Corp.

03/26/2026 | Press release | Distributed by Public on 03/26/2026 07:29

Subscription Agreement (Form 6-K)

Subscription Agreement

On March 25, 2026, Real Messenger Corporation (the "Company") entered into a Subscription Agreement (the "Subscription Agreement") with Bloomington DH Holdings Limited (the "Purchaser"), a British Virgin Islands company. The Purchaser is an existing shareholder of the Company and wholly controlled and owned by Kwai Hoi Ma ("Mr. Ma"), the Chief Executive Officer and Chairman of the Company.

Pursuant to the Subscription Agreement, the Company agreed to issue to the Purchaser and the Purchaser agreed to acquire from the Company 1,837,680 Class B ordinary shares of the Company (the "Subscription Shares"), at a price of US$0.5912 per Share, for a total purchase price of US$1,086,438.46 (the "Purchase Price"). The Purchase Price is satisfied in full by setting off the aggregate amount of US$1,086,438.46 in working capital funding previously provided by the Purchaser to the Company. No additional cash consideration will be paid at closing.

As a result of the issuance of the Subscription Shares, Mr. Ma's beneficial ownership will increase from 56.21% to 63.26% of the Company's aggregate outstanding class A and class B ordinary shares, and his voting control (both directly and through the Purchaser) will increase from 83.54% to 87.96% of the total voting power of the Company.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 6-K and is incorporated herein by reference.

3

EXHIBIT INDEX

Exhibit No. Description
10.1 Subscription Agreement dated March 25, 2026 between the Company and the Purchaser
4
Real Messenger Corp. published this content on March 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 26, 2026 at 13:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]