SCHEDULE: Real Messenger CEO Boosts Stake to 58.98%

Kwai Hoi MA, CEO of Real Messenger Corp, increased his beneficial ownership to 58.98% of the company's ordinary shares through conversions of promissory notes and transfers.

Summary

• Kwai Hoi MA, Chief Executive Officer and Chairman of Real Messenger Corp, along with Bloomington DH Holdings Limited, reported beneficial ownership of 5,379,875 ordinary shares, representing 58.98% of the company's outstanding shares.
• Bloomington DH Holdings Limited, 100% owned and controlled by Kwai Hoi MA, beneficially owns 4,099,875 shares, or 44.95% of the class.
• The reported ownership includes 2,970,000 Class B Ordinary Shares held by Bloomington DH Holdings Limited, 1,129,875 Class A Ordinary Shares converted from promissory notes, and shares held by Edinburgh DH Holdings Limited (controlled by Kwai Hoi MA's spouse), comprising 1,080,000 Class B Ordinary Shares and 200,000 Class A Ordinary Shares.
• The 200,000 Class A Ordinary Shares include 100,000 transferred from Nova Pulsar Holdings Limited and 100,000 issued upon conversion of a 2023 Convertible Note.
• The percentage of class is calculated based on 9,121,281 Ordinary Shares outstanding as of October 16, 2025, which consists of 5,071,281 Class A and 4,050,000 Class B Ordinary Shares, excluding 450,000 Class B holdback shares.
• Each Class A Ordinary Share carries one vote, while each Class B Ordinary Share carries ten votes, with Class B shares convertible to Class A on a one-for-one basis.

Sentiment

Score: 7

Explanation: The sentiment is generally positive due to the CEO's significant increase in ownership, which often signals strong confidence and long-term commitment. The conversion of debt to equity is also a positive financial restructuring. However, the very high concentration of voting power could be viewed with mixed sentiment by some investors regarding corporate governance.

Positives

• Significant increase in insider ownership by the CEO and Chairman, Kwai Hoi MA, demonstrating strong confidence in the company's future.
• Conversion of outstanding promissory notes into Class A Ordinary Shares reduces the company's debt obligations and strengthens its balance sheet.

Risks

• The Reporting Persons may, at any time, review, reconsider, and change their position, and may seek to influence management or the Board of Directors with respect to the business and affairs of the Issuer, which could potentially lead to strategic shifts not favored by all shareholders.

Future Outlook

The Reporting Persons currently have no present plans or proposals that would result in major corporate actions such as mergers, liquidations, or significant changes to the Issuer's business. However, they explicitly state that they may, at any time, review, reconsider, and change their position, and may seek to influence management or the Board of Directors regarding the Issuer's business and affairs.

Management Comments

• Kwai Hoi MA, as Chief Executive Officer and Chairman of the Board of Directors, holds a significant leadership role within the Issuer.

Industry Context

This filing primarily concerns a change in beneficial ownership by a key insider, rather than broader industry trends. However, increased insider control can signal stability or potential for strategic shifts within the company, which may be observed by competitors and industry participants.

Legal Proceedings

• Neither Kwai Hoi MA nor Bloomington DH Holdings Limited has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) during the last five years.
• Neither Kwai Hoi MA nor Bloomington DH Holdings Limited has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• Bloomington DH Holdings Limited is 100% owned and controlled by Kwai Hoi MA.
• Edinburgh DH Holdings Limited, which holds 1,280,000 shares attributed to Kwai Hoi MA's beneficial ownership, is owned and controlled by Kwai Hoi MA's spouse.
• The transfer of 1,129,875 Class A Ordinary Shares from Nova Pulsar Holdings Limited to the Reporting Persons involved the conversion of outstanding notes owed to the Reporting Persons.
• An additional 100,000 Class A ordinary shares were transferred from Nova Pulsar Holdings Limited to Edinburgh DH Holdings Limited.

Stakeholder Impact

• Shareholders: Increased control by the CEO and his affiliated entities could lead to more stable long-term strategic direction, but also potentially less independent board oversight.
• Creditors: Conversion of promissory notes to equity reduces the company's debt burden, potentially improving its credit profile.

Next Steps

• The Reporting Persons may, from time to time, review, reconsider, and change their position regarding their investment in Real Messenger Corp.
• They may seek to influence the management or the Board of Directors with respect to the business and affairs of the Issuer.

Key Dates

Recommendation

The significant increase in beneficial ownership by the CEO and Chairman, Kwai Hoi MA, to nearly 60% of Real Messenger Corp's shares, including the conversion of debt to equity, signals strong insider confidence and commitment. This move typically aligns management's interests with long-term shareholder value. However, such a high concentration of control can also reduce liquidity and potentially limit the influence of minority shareholders. While the debt-to-equity conversion is a positive financial restructuring, a Schedule 13D filing primarily reports ownership changes and does not provide comprehensive financial performance data or strategic updates to warrant a 'buy' or 'sell' recommendation. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive signal of insider commitment while awaiting further operational and financial disclosures for a more definitive investment stance.

Keywords

Real Messenger Corp, Kwai Hoi MA, Beneficial Ownership, Schedule 13D, Insider Ownership, Class A Ordinary Shares, Class B Ordinary Shares, Promissory Notes Conversion, Corporate Governance, SEC Filing