Real Messenger Corp 6-K, filed Mar 31, 2026
Real Messenger Corp (RMSG)
About this 6-K
Real Messenger Corp filed this 6-K on March 31, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission
File Number
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Information Contained in this Form 6-K Report
Real Messenger Corporation, a Cayman Islands exempted company (the “Company”) is furnishing this Form 6-K to provide six-month interim financial statements.
Financial Statements and Exhibits.
Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 31, 2026
| By: | /s/ Thomas Ma | |
| Name: | Thomas Ma | |
| Title: | Chief Executive Officer |
Exhibit 99.1
REAL
MESSENGER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollar, except for the number of shares)
September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
September 30, 2025 | March 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Due from a related company | ||||||||
| Due from a director | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Due to related parties - current | $ | $ | ||||||
| Accrued expenses and other liabilities - current | ||||||||
| Operating lease liabilities - current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities – non-current | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Class A Ordinary Share (par value $ per share, shares authorized; and shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively) | ||||||||
| Class B Ordinary Share (par value $ per share, shares authorized; shares issued, and shares outstanding (excluding holdback shares subject to surrender and forfeiture) as of September 30, 2025 and March 31, 2025 | ||||||||
| Ordinary Share | ||||||||
| Less: Class A Ordinary Share held in treasury, at cost; and shares as of September 30, 2025 and March 31, 2025, respectively | ( | ) | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
REAL MESSENGER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. dollar, except for the number of shares)
| 2025 | 2024 | |||||||
For the Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ||||||
| - | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense), net | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ||||||
| Total other income (expense), net | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss: | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of ordinary shares outstanding | ||||||||
| Basic and diluted | * | |||||||
| Loss per share | ||||||||
| Basic and diluted | $ | ) | $ | )* | ||||
| * |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
REAL MESSENGER CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Expressed in U.S. dollar, except for the number of shares)
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Additional Paid-in | Accumulated deficits | Accumulated Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||||||||||
Class A Ordinary Shares | Class B Ordinary Shares | Treasury Stock | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Number of Shares | Amount | Additional Paid-in | Accumulated deficits | Accumulated Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||||||||||
| Balances at April 1, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Balances at April 1, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balances | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Share issued for consultancy fee | - | - | ||||||||||||||||||||||||||||||||||||||
| Settlement in share received from promissory note receivable | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||
| Balances | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
REAL
MESSENGER CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollar, except for the number of shares)
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Interest expense on lease liabilities | ||||||||
| Amortization of right-of-use assets | ||||||||
| Stock-based compensation for consultancy service | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accrued expenses and other liabilities | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Advance to a director | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from convertible promissory notes payable | ||||||||
| Borrowings from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplementary cash flow information | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Cash received for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Related party borrowing in exchange for convertible promissory notes | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
REAL
MESSENGER CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. dollar, except for the number of shares)
1. ORGANIZATION AND BUSINESS DESCRIPTION
Real Messenger Corporation (the “Company”) was incorporated in the Cayman Islands on June 27, 2023 as an exempted company with limited liability for the purpose of effecting the business combination with Nova Vision Acquisition Corp. (“Nova SPAC”) (the “Business Combination”). Nova SPAC was a blank check company incorporated on March 18, 2021 under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar Business Combination and to serve as the publicly traded parent company of Real Messenger Holdings Limited (“Real Messenger”) following the Business Combination. The Business Combination was completed on November 19, 2024.
Real Messenger was incorporated on September 13, 2021 under the laws of the Cayman Islands (“Cayman”) as an exempted company with limited liability.
Real
Messenger owns
Real
USA owns
The Company and its subsidiaries operate an online marketplace that directly connects real estate agents with home buyers and sellers, through its social network application namely “Real”. Currently the Company does not charge fees from real estate agents and has not generated revenues to date.
The Company and its subsidiaries are hereinafter referred to as (the “Company”).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Accordingly, the Company do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 20-F for the year ended March 31, 2025, from which the accompanying unaudited condensed consolidated balance sheets at September 30, 2025 was derived. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial information have been included and are of a normal recurring nature.
Basis of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including but not limited to valuation allowance on deferred tax assets, grant-date fair value of share-based compensation and other provisions and contingencies.
Cash
Cash
primarily consists of bank deposits, as well as highly liquid investments, with original maturities of three months or less, which are
unrestricted as to withdrawal and use. The Company maintains most of the bank accounts in Hong Kong. Each bank account in Hong Kong is
insured by the government authority with the maximum limit of HK$
Operating leases
The Company adopts the Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) for all periods presented. This standard requires lessees to recognize lease assets (“right-of-use”) and related lease obligations (“lease liabilities”) on the unaudited condensed consolidated balance sheet for leases with terms in excess of twelve months. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the unaudited condensed consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the unaudited condensed consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The Company depreciated the ROU assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU assets or the end of the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Property and equipment
Property
and equipment primarily consist of office equipment, which is stated at cost less accumulated depreciation and impairment losses. Depreciation
is provided using the straight-line method based on the estimated useful life. The estimated useful life of office equipment is
Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and other comprehensive loss in other income or expenses.
Impairment of long-lived assets
The
Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset
to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment
recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Revenue recognition
The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method.
The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● | identify the contract with a customer; | |
| ● | identify the performance obligations in the contract; | |
| ● | determine the transaction price; | |
| ● | allocate the transaction price to performance obligations in the contract; and | |
| ● | recognize revenue as the performance obligation is satisfied. |
Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, and such fees are billed to the customer when the performance obligation is satisfied. The Company recognizes such revenue in the period when the amounts are determined to be fixed and the performance obligation is satisfied as the Company completes the obligations.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales taxes and other taxes are excluded from revenues.
Service fee income
The Company generates service fee income from providing advisory services that assist customers in the strategic use of their websites and social medial platforms. Revenue from the provision of these services is recognized over time when the services are rendered to the customer in accordance with the terms of the relevant contracts.
Principal vs Agent Considerations
When another party is involved in providing services to the client, the Company will apply the principal versus agent guidance in ASC 606 to determine if the Company is acting as the principal or an agent to the transaction. This evaluation determined that the Company is in control of establishing the transaction price, managing all aspects of the service term, and taking the risk of loss for delivery, collection, and returns. Based on the Company’s evaluation of the control model, it has determined that the Company acts as the principal rather than an agent within the revenue arrangements and such revenues are reported on a gross basis.
Disaggregation of Revenue
The Company has disaggregated its revenue from contracts with customers into categories based on the business operation of the revenue under ASC 606, as follows:
SCHEDULE OF DISAGGREGATION OF REVENUE
| Types of revenue | Point of recognition | 2025 | 2024 | |||||||
| Six months ended September 30, | ||||||||||
| Types of revenue | Point of recognition | 2025 | 2024 | |||||||
| Service fee income | Over time | $ | $ | |||||||
Research and development expenses
Research and development expenses consist primarily of salary and welfare for research and development personnel, software expenses and other expenses associated with research and development activities. Cost incurred for the internally developed platform and application during the planning and designing stage are expensed when incurred and are included in the research and development expenses. Costs incurred in the phase subsequent to establishing technological feasibility of such software and application are capitalized.
For
the six months ended September 30, 2025 and 2024, no costs were qualified for capitalization. Research and development expenses were
$
The Company accounts for share-based awards issued to employees in accordance with ASC Topic 718 Compensation – Stock Compensation. Share-based awards granted are measured at fair value on grant date and share-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the straight-line method over the requisite service period. For awards with performance conditions, the Company recognizes compensation cost if it is probable that the performance condition will be met. Forfeitures are recognized when they occur.
Employee benefits
All
salaried employees of the Company in Hong Kong are enrolled in a Mandatory Provident Fund Scheme (“MPF scheme”) under the
Hong Kong Mandatory Provident Fund Schemes Ordinance, within two months of employment. The MPF scheme is a defined contribution retirement
plan administered by an independent trustee. The Company makes regular contributions of
Income taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited condensed
consolidated financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions
must initially be recognized in the unaudited condensed consolidated financial statements when it is more likely than not the position
will be sustained upon examination by the tax authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, as income tax expense. There were
The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The
Company’s tax provision is
In accordance with ASC 260, Earnings Per Share, basic net earnings (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income (loss) is allocated between ordinary shares and other participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s holdback shares are participating securities because they are entitled to non-forfeitable dividends.
Basic loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the sum of the weighted average number of ordinary share outstanding and of potential dilutive securities (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted loss per share.
Foreign currency translation
The Company’s reporting currency is the U.S. dollar. Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, income and expense accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates. Any translation gains or losses are recorded in other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in net income (loss).
The functional currency is U.S. dollar for the Company’s US entities and Hong Kong dollar for all other entities, which represents the primary currency of the economic environment in which the entity operates. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with the ASC Topic 830, “Foreign Currency Matters”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the unaudited condensed consolidated statements of changes in shareholders’ equity.
Translations of amounts in the unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and comprehensive loss, and unaudited condensed consolidated statements of cash flows from HK$ into US$ as of and for the periods presented are adopted the following exchange rates in preparing the unaudited condensed consolidated financial statements:
SCHEDULE OF CURRENCY EXCHANGE RATES
| As of September 30, | ||||||||
| 2025 | 2024 | |||||||
| Period-end spot rate | ||||||||
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Average rate | ||||||||
Fair value of financial instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value.
As of September 30, 2025 and March 31, 2025, financial instruments of the Company comprised primarily current assets and current liabilities including cash and cash equivalents, other current assets, due from a related party, due from a director and accrued expenses and other liabilities, which approximate their fair values because of the short-term nature of these instruments.
Segment reporting
ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major users in unaudited condensed consolidated financial statements for details on the Company’s business segments.
In accordance with Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280), “Improvements to Reportable Segment Disclosures”, the Company considered whether additional disclosures were required, including significant segment expenses and measures used by the CODM. However, the CODM evaluates the Company’s performance based solely on consolidated financial results, and no additional measures or expense categories are used for internal decision-making.
Operating
segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”),
the Chief Executive Officer of the Company for making decisions, allocating resources and assessing performance. Consequently, the Company
has determined that it has only
Related parties
The Company follows ASC 850-10, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.
Pursuant to ASC 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and contingencies
The Company follows ASC 450-20, “Contingencies” to report accounting for contingencies. Certain conditions may exist as of the date of the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Recently issued accounting pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Recently adopted accounting standard
In December 2023, the FASB issued ASU 2023-09, Improvements to Tax Disclosures (Topic 740), to enhance the disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted. The Company adopted this standard effective April 1, 2025 retrospectively for all periods presented.
Recently issued accounting standards not yet adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its unaudited condensed consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendment provides (1) all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets and (2) entities other than public business entities with an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This guidance is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its unaudited condensed consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this ASU are intended to improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. Therefore, the amendments require that an entity capitalize software costs when both: Management has authorized and committed to funding the software project; and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its unaudited condensed consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The ASU clarifies derivative scope exceptions for certain contracts with underlyings that are based on the operations or activities of one of the parties to the contract. The ASU also clarifies the applicability of ASC Topic 606, Revenue from Contracts with Customers, and its interaction with other ASC Topics (including ASC Topic 815 on derivatives and hedging and ASC Topic 321 on equity securities), in the accounting for share-based noncash consideration (such as warrants or shares) received from a customer for the transfer of goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its unaudited condensed consolidated financial statements.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. The new ASU expands the population of acquired financial assets accounted for using the gross-up approach. Acquired loans (excluding credit cards) are deemed purchased seasoned loans and accounted for using the gross-up approach upon acquisition if criteria established by the new guidance are met. This change aims to enhance comparability, consistency, and better reflect the economics of acquiring financial assets. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its unaudited condensed consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The ASU enables entities to apply hedge accounting to a greater number of highly effective economic hedges in the following five areas, (1) Similar Risk Assessment for Cash Flow Hedges: The ASU expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions, enabling entities to apply hedge accounting to potentially broader portfolios of forecasted transactions; (2) Hedging Forecasted Interest Payments on Choose-Your-Rate Debt Instruments: The ASU establishes a model that enables hedge accounting to be applied more broadly to choose-your-rate debt and address existing diversity in practice; (3) Cash Flow Hedges of Nonfinancial Forecasted Transactions: The ASU expands hedge accounting for forecasted purchases and sales of nonfinancial assets subject to certain criteria; (4) Net Written Options as Hedging Instruments: The ASU accommodates differences in the loan and swap markets that resulted from reference rate reform, eliminating the requirement for the net written option test in certain instances; and (5) Foreign-Currency-Denominated Debt Instrument as Hedging Instrument and Hedged Item (Dual Hedge): The ASU eliminates the recognition and presentation mismatch related to a dual hedge strategy (that is, a hedge for which a foreign-currency-denominated debt instrument is both designated as the hedging instrument in a net investment hedge and designated as the hedged item in a fair value hedge of interest rate risk). This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods for entities other than public business entities. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its unaudited condensed consolidated financial statements.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
3. GOING CONCERN UNCERTAINTIES
The
accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going
concern. The Company suffered from continuous losses from operations since its inception and reported its accumulated deficit of $
The
Company’s ability to continue as a going concern is dependent upon its ability to successfully execute its business plans including,
generating revenue, controlling operating costs and expenses to achieve positive operating cash flows, and securing funding from external
sources to support positive financing cash flows. As of September 30, 2025, the Company’s bank balance was $
The Company also intends to continue to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to these uncertainties, which includes pursuing strategic financing opportunities, optimizing costs, and accelerating revenue generation through expanded commercial partnerships. If the Company unable to improve profitability, then the Company shall rely on the financial support from its controlling shareholder. The Company believes that these initiatives, if successfully executed, will enable the Company to continue operating and meet its obligations as they become due.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.
4. SEGMENT REPORTING
ASC 280 Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major users in financial statements for details on the Company’s business segments.
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making decisions, allocating resources and assessing performance.
Based
on the management’s assessment, the Company determined that it has only
SCHEDULE OF SEGMENT REPORTING
| 2025 | 2024 | |||||||
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenue | ( | ) | ||||||
| Gross profit | ||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Total other income (expense), net | ( | ) | ||||||
| Income tax expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
The Company’s long-lived assets are all located in Hong Kong.
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
As of September 30, 2025 and March 31, 2025, prepaid expenses and other current assets were comprised of the following:
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| September 30,2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30,2025 | March 31, 2025 | |||||||
| Prepaid insurance expenses(i) | $ | $ | ||||||
| Deposit | ||||||||
| Other prepayments | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
| (i) |
6. DUE FROM A RELATED PARTY
Immediately
after giving effect to the Business Combination, Nova Pulsar Holdings Limited (“Sponsor”) became a shareholder of the Company.
In March and April 2024, the Sponsor issued promissory notes of $
On June 5, 2025, the Company, through Real Messenger exercised the right to convert all the promissory notes by receiving shares of Class A ordinary share of the Company.
7. DUE FROM A DIRECTOR
As
of September 30, 2025, the amount due from a director, Mr. Thomas Ma, totaled $
8. PROPERTY AND EQUIPMENT, NET
As of September 30, 2025 and March 31, 2025, property and equipment, net was comprised of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Office equipment | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
For
the six months ended September 30, 2025 and 2024, the Company recognized depreciation expenses of $
9. LEASE
Operating lease right-of-use (“ROU”) asset and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.
The
Company entered into a commercial operating lease with an independent third party for the use of an office in Hong Kong. The lease term
of this operating lease is
Supplemental balance sheet information related to operating leases was as follows:
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES
| September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Operating lease: | ||||||||
| Right-of-use asset, net | $ | $ | ||||||
| Operating lease liabilities: | ||||||||
| Current operating lease liabilities | $ | $ | ||||||
| Non-current operating lease liabilities | ||||||||
| Operating lease liabilities | $ | $ | ||||||
For
the six months ended September 30, 2025 and 2024, the Company’s total cash outflow for leases were $
Operating
lease expense for the six months ended September 30, 2025 and 2024 were $
Other supplemental information about the Company’s operating lease as of September 30, 2025 are as follow:
SCHEDULE OF OTHER SUPPLEMENTAL INFORMATION RELATED TO OPERATING LEASES
| Weighted average discount rate | % | |||
| Weighted average remaining lease term (years) |
The following table summarizes the future minimum lease payments due under the Company’s operating leases in the next five years:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS DUE TO OPERATING LEASES
| Year ending September 30, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total minimum finance lease liabilities payment | ||||
| Less: imputed interest | ( | ) | ||
| Future minimum lease liabilities | $ |
10. SHAREHOLDERS’ EQUITY
Ordinary Shares
The Company’s authorized share capital is ordinary shares consisting of (i) Class A Ordinary Shares with a par value of $ per share and (ii) Class B Ordinary Shares with a par value of $ per share.
Holders
of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters
requiring a shareholder vote, each Class A Ordinary Shares will be entitled to one (
As of September 30, 2025 and March 31, 2025, and shares of Class A Ordinary Shares were issued and outstanding, respectively.
As of September 30, 2025 and March 31, 2025, and Class B Ordinary Shares were issued and outstanding, respectively, among which issued ordinary shares are holdback shares in escrow.
Warrants
Each public warrant entitles the holder thereof to purchase one-half of one ordinary share at a price of $ per share, subject to adjustment as discussed herein. The warrants become exercisable after the closing of the Business Combination and will expire five years after the closing of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
Once
the warrants become exercisable, the Company may call the warrants for redemption (excluding the private warrants), in whole and not
in part, at a price of $
| ● | at any time while the public warrants are exercisable, |
| ● | upon not less than 30 days’ prior written notice of redemption to each public warrant holder, |
| ● | if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to public warrant holders, and |
| ● | if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
The private warrants are identical to the public warrants. The private warrants (including the ordinary shares issuable upon exercise of the private warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions.
If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Company assessed the key terms applicable to the public warrants as well as the private warrants and believes the public warrants and private warrants should be classified as equity in accordance with ASC 480 and ASC 815.
As
of September 30, 2025 and March 31, 2025, there were
The Company applies the two-class method when computing net loss per share attributable to the shareholders when shares are issued that meet the definition of a participating security. The two-class method determines net loss per share for each class of ordinary shares and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings available to the shareholders for the period to be allocated between ordinary share and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed.
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
| 2025 | 2024 | |||||||
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: Net loss attributable to holdback shares | ( | ) | ||||||
| Net loss attributable to the Company’s shareholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average ordinary shares outstanding – Basic and diluted | ||||||||
| Net loss per share – Basic and diluted | $ | ) | $ | ) | ||||
For the six months ended September 30, 2025 and 2024, diluted weighted average ordinary shares outstanding were equal to basic weighted average ordinary shares due to the Company’s net loss position. Hence, no ordinary shares equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive. The Company had holdback shares outstanding as of and for the six months ended September 30, 2025. The holdback shares contain a non-forfeitable right to dividends and hence are considered as participating securities. The two-class method was applied to compute basic earnings per share attributable to ordinary shareholders. units of public and private warrants were also excluded from the computation of diluted net loss per ordinary share because including them would have had an anti-dilutive effect for the six months ended September 30, 2025.
12. INCOME TAXES
Cayman Islands
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of the Company’s Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Company’s Ordinary Shares, as the case may be, nor will gains derived from the disposal of the Company’s Ordinary Shares be subject to Cayman Islands income or corporation tax.
The United States
For
the U.S. jurisdiction, Real USA is subject to federal income taxes on its business operations at a statutory rate of
As
a result of the Tax Act, the Company has evaluated whether it has an additional tax liability from the Global Intangible Low Taxed Income
(“GILTI”) inclusion on current earnings and profits of its foreign controlled corporations. The law also provides that corporate
taxpayers may benefit from a
Hong Kong
Real
Corporation HK and Hohojo are incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in
its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the six months ended September 30, 2025
and 2024, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime.
For the six months ended September 30, 2025 and 2024, the components of the loss before income taxes are as follows:
SCHEDULE OF COMPONENTS OF LOSS BEFORE INCOME TAXES
| 2025 | 2024 | |||||||
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cayman | $ | ( | ) | $ | ( | ) | ||
| Hong Kong subsidiaries | ( | ) | ( | ) | ||||
| USA subsidiary | ( | ) | ( | ) | ||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
For the six months ended September 30, 2025 and 2024, income tax expenses consist of the following:
SCHEDULE OF INCOME TAX EXPENSES
| 2025 | 2024 | |||||||
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Current income expenses | $ | $ | ||||||
| Deferred income tax expenses | ||||||||
| Income tax expense | $ | $ | ||||||
A reconciliation of the difference between the expected income tax expense computed at applicable statutory income tax rates and the Company’s income tax expenses is shown in the following table:
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
| 2025 | 2024 | |||||||
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Loss before income tax expenses | $ | ( | ) | $ | ( | ) | ||
| Income tax computed at statutory income tax rate (a) | ( | ) | ( | ) | ||||
| Effect of preferential tax benefits | ||||||||
| Effect of differences in income tax rates in other jurisdictions | ||||||||
| Effect of change in valuation allowance | ||||||||
| Effect of prior year true up | ||||||||
| Effective income tax rate | $ | $ | ||||||
| (a) |
Deferred tax assets as of September 30, 2025 and March 31, 2025 consist of the following:
SCHEDULE OF DEFERRED TAX ASSETS
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Net operating losses carryforwards | $ | $ | ||||||
| Excess research and development expenses | ||||||||
| Less: allowance on deferred tax assets | ( | ) | ( | ) | ||||
| Deferred tax assets | $ | $ | ||||||
The movement of valuation allowance is as follows:
SCHEDULE OF MOVEMENT OF VALUATION ALLOWANCE
| September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Balance at beginning of the year | $ | $ | ||||||
| Current year addition | ||||||||
| Balance at end of the year | $ | $ | ||||||
As
of September 30, 2025, the Company had net operating losses of $
The Company evaluates its valuation allowance requirements at end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable tax law. As of September 30, 2025 and March 31, 2025, due to uncertainties surrounding future utilization on Real USA, Real Corporation HK and Hohojo, the Company accrued full valuation allowance against the deferred tax assets based upon management’s assessment as to their realization.
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2025 and March 31, 2025, the Company did not have any unrecognized uncertain tax positions and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. For the six months ended September 30, 2025 and 2024, the Company did not incur any interest and penalties related to any potential underpaid income tax expenses. As of September 30, 2025, the tax years ended March 31, 2019 through March 31,2025 are subject to examination by the HK authorities and the tax year ended December 31, 2022 through December 31, 2025 is subject to examination by the US tax authorities.
13. RELATED PARTIES
| 1) | Nature of relationships with related parties |
SCHEDULE OF RELATIONSHIP WITH THE COMPANY
| Name | Relationship with the Company | |
| Kwai Hoi, Ma | ||
| Mui Ko | ||
| Edinburgh DH Holdings Limited | ||
| Fantastic Global Venture Limited | ||
| TKO Investments Limited | ||
| Bloomington DH Holdings Limited | ||
| Nova Pulsar Holdings Limited |
| 2) | Transactions with related parties |
SCHEDULE OF TRANSACTIONS WITH RELATED PARTIES
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Borrowings from related parties (a) | ||||||||
| Mui Ko | $ | $ | ||||||
| Repayment of borrowings from related party | ||||||||
| Kwai Hoi, Ma | $ | $ | ||||||
| Payment of operating expenses on behalf of the Company (b) | ||||||||
| Kwai Hoi, Ma | $ | $ | ||||||
| Advance to a related party (c) | ||||||||
| Kwai Hoi, Ma | $ | $ | ||||||
| Purchase of convertible promissory note issued by the Company | ||||||||
| TKO Investment Limited | $ | $ | ||||||
| Interest expense of convertible promissory notes - related parties | ||||||||
| Edinburgh DH Holdings Limited | $ | $ | ||||||
| Fantastic Global Venture Limited | ||||||||
| $ | $ | |||||||
| (a) | |
| (b) | |
| (c) |
| 3) | Balances with related parties |
As of September 30, 2025 and March 31, 2025, the balances due from (to) related parties were as follows:
SCHEDULE OF DUE FROM (TO) RELATED PARTY TRANSACTION
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Due from related parties | ||||||||
| Nova Pulsar Holdings Limited | $ | $ | ||||||
| Kwai Hoi, Ma | ||||||||
| $ | $ | |||||||
| Due to a related party | ||||||||
| Kwai Hoi, Ma | $ | $ | ||||||
14. COMMITMENTS AND CONTINGENCIES
Lease commitments
The Company entered into a commercial operating lease for the use of an office located in Hong Kong with terms ended 2028. The Company’s minimum lease payment commitments under the operating leases as of September 30, 2025 is set forth in the “Note 9 - Leases”.
Contingencies
In the normal course of business, the Company is subject to loss contingencies, such as certain legal proceedings, claims and disputes. The Company records a liability for such loss contingencies when the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.
15. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025, up to the report issuance date.
On
March 25, 2026, the Company entered into a subscription agreement with Bloomington DH Holdings Limited, a holding company owned and controlled
by the Chief Executive Officer of the Company, whereby shares of Class B ordinary share were to be issued at
the price of $ per share to settle the related party payable of $
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF REAL MESSENGER
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Real Messenger Holdings Limited’s unaudited condensed balance sheets and unaudited condensed statements of operations and comprehensive loss included elsewhere in this filing. This discussion and analysis and other parts of this filing contains forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Real Messenger Holdings Limited’s actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” section beginning on page 32 of the proxy statement/prospectus of Real Messenger Corporation filed with the Securities and Exchange Commission (the “SEC”) on Form F-4 to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.
Unless the context otherwise requires, all references in this section to “we,” “us,” “our,” or “Real Messenger Holdings Limited” refer to Real Messenger Holdings Limited and its subsidiaries prior to the consummation of the Business Combination.
Overview
We develop and operate a technology platform for the real estate industry. Our platform provides customer relationship management (CRM), listing management, marketing tools, and communication infrastructure designed to support real estate brokerages and their agents. Our strategy is to partner with or acquire ownership interests in real estate brokerages and integrate those brokerages into our technology platform. By doing so, we are able to deploy our technology across the brokerage’s entire agent base, which drives high adoption rates and enables us to generate recurring technology service fees.
Through our proprietary real estate technology platform, we provide brokerages and their agents with an integrated operating system for managing listings, customer relationships, communications, and marketing activities. The platform is designed to serve as the central infrastructure through which agents manage transactions and client engagement.
We intend to generate revenue through two primary sources: (i) brokerage-related income, including gross commission income generated by brokerages in which we hold ownership interests; and (ii) technology service fees, which are recurring fees charged to brokerages and agents for the use of our software platform, including CRM, listing management systems, and related technology tools. Our strategy is to align our technology platform with brokerage ownership so that all agents within those brokerages operate on our platform, enabling consistent adoption and recurring technology revenue. In addition, we currently generate limited consultancy service income through an engagement arrangement providing digital marketing and technology advisory services.
For the six months ended September 30, 2025 and 2024, we reported net loss of $2.4 million and $1.6 million, respectively.
In addition to tracking revenue and other financial measures, our management team continuously reviews several key metrics in assessing the growth and prospects for our business, enabling it to adjust both our business plan generally, and the deployment of our resources to address specific items as they arise. These key metrics include (i) real estate transaction commission revenue of acquired / invested brokerages, (ii) number of brokerages and agents using our platform, (iii) inside sales and technology ecosystem revenue per agent, and (iv) agent retention rate. These metrics help us evaluate platform adoption and the effectiveness of our brokerage partnership strategy. We consider these key metrics essential to understanding how to deploy our management, application development, and financial resources best to take advantage of the network effects, as discussed in further detail in the section titled “Business Overview” of the Form 20-F filed to the SEC on July 31, 2025.
Our long-term strategy is to integrate brokerage ownership with technology infrastructure. By maintaining ownership interests in brokerages that operate on our platform, we are able to deploy our technology across the brokerage’s full agent base, ensuring consistent platform adoption and enabling the Company to generate recurring technology fee revenue.
Factors Affecting Results of Operations
Our business, financial condition and results of operations have been, and are expected to continue to be, affected by a number of factors, which primarily include the following:
Our ability to successfully deploy our technology platform across brokerages and generate recurring technology service fees.
Our ability to grow revenue depends on our success in integrating brokerages onto our platform and generating recurring technology services fees from agents operating within those brokerages. We may introduce significant changes to our existing products or develop and introduce new and unproven products that we have little or no prior development or operating experience. If new or enhanced products fail to engage our users and members, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, any of which may seriously harm our business.
Adoption of our technology platform depends on the willingness of real estate brokerages and agents to integrate our software tools into their daily workflow, including listing management, customer relationship management, and transaction coordination. These new behaviors are not always intuitive to users. This can create a lag in adoption of new products and new user additions related to new products. To date, this has not hindered our user growth or engagement, but that may be the result of a large portion of our user base being in a younger demographic and more willing to invest the time to learn to use our products most effectively. To the extent that future users, including those in older demographics, are less willing to invest the time to learn to use our products, and if we are unable to make our products easier to learn to use, our user growth or engagement could be affected, and our business could be harmed. We may develop new products that increase user engagement and costs without increasing revenue.
Our ability to expand our brokerage partnerships and increase the number of agents operating on our platform.
We continue to invest in the development of software tools designed to improve brokerage operations, agent productivity, and listing distribution across our technology ecosystem. Existing and prospective users and advertisers may not be successful in creating content that leads to and maintains user engagement. We are continuously seeking to balance the objectives of our users and content creators with our desire to provide an optimal user experience. We do not seek to monetize all of our service and we may not be successful in achieving a balance that continues to attract and retain users. If we are not successful in our efforts to grow our user base or if we are unable to build and maintain good relations with our active users, our user growth and user engagement and our business may be seriously harmed. In addition, we may expend significant resources to launch new services that we are unable to monetize, which may seriously harm our business.
Our ability to expand our technology ecosystem and enhance the functionality of our CRM, listing management system, and brokerage operating tools.
The industry for residential real estate transaction services, technology, and information marketplaces is dynamic, and the expectations and behaviors of customers and consumers shift constantly and rapidly. As part of our operating strategy, we have increased, and plan in the future to continue to change, the nature and number of products, including depth products, that we offer to our customers and, with that, the prices we charge our customers for the services and products we offer. Changes or additions to our products and services may not attract or engage our customers, and may reduce confidence in our products and services, negatively impact the quality of our brands, negatively impact our relationships with partners or other industry participants, expose us to increased market or legal risks, subject us to new laws and regulations or otherwise harm our business. Our customers may not accept new products and services (which would adversely affect our average revenue per agent (“ARPA”)), or such price increases may not be absorbed by the market, or our price increases may result in the loss of customers or the loss of some of our customers’ business. We may not successfully anticipate or keep pace with industry changes, and we may invest considerable financial, personnel and other resources to pursue strategies that do not ultimately prove effective such that our results of operations and financial condition may be harmed. If we are not able to raise our prices or encourage our customers to upgrade their subscription packages or invest in depth products to further differentiate their listings, or if we lose some of our customers or some of our customers’ business as a result of price increases, or if the bargaining power of our customer base increases and the subscription prices and other fees we are able to charge real estate developer or agent customers decline, our business, financial condition and results of operations could be adversely affected.
Our ability to operate in a highly competitive and rapidly changing industry.
We face competition from real estate technology platforms, brokerage software providers, and real estate marketplaces that provide tools for brokerages and agents. The markets for online real estate information technology, communication and productivity tools product and services in our Priority Markets are highly competitive and rapidly changing. In addition to competing with traditional media sources for a share of advertisers’ overall marketing budgets, our business is subject to the risk of digital and other disruption. Our success depends on our ability to continue to attract additional consumers to our websites and mobile applications. Existing or new competitors could increase their product offerings or develop new products or technology that compete with ours.
In addition, large real estate technology companies, listing portals, and brokerage networks may expand their technology offerings and compete with our platform for brokerage adoption and start to provide information technology, communication and productivity tools products and services on their existing or new platforms, which could increase competition in our Priority Markets and may have a materially adverse effect on our business. These companies could devote greater technical and other resources than we have available, have a more accelerated time frame for deployment and leverage their existing user bases and proprietary technologies to provide products and services that consumers might view as superior to our offerings. Any of our future or existing competitors may introduce different solutions that attract consumers or provide solutions similar to our own but with better branding or marketing resources. If we are unable to continue to grow the number of consumers who use our websites and mobile applications, our business, financial condition and results of operations could be adversely affected.
We compete to attract customers with media sites, including but not limited to other companies that operate digital property classified marketplaces in our Priority Markets and agent and property developer websites. We also compete for a share of advertisers’ overall marketing budgets with traditional media such as television, magazines, newspapers and home/apartment guide publications. To compete successfully for customers against future and existing competitors, we must continue to invest resources in developing our platform and proving the effectiveness and relevance of our information technology, communication and productivity tools product and services. New business models frequently emerge in our industry and may require us to modify our own business model or offerings in order to continue to compete effectively. For example, we may in the future face new competition from digital companies that use data to buy properties instantly from sellers, renovate/repair and then re-sell the property online at a profit. Additionally, competitors may drive traffic away from our platform and increase their market share through aggressive or high-spend marketing campaigns, or prolonged price discounting.
Key Components of Results of Operations
Revenue
The Company currently generates one source of revenue:
| For the Six Months Ended September 30, | ||||||||||||||||||||||||
| Type of revenue sources | 2025 | 2024 | Changes | |||||||||||||||||||||
| US$ | % | US$ | % | Amount | % | |||||||||||||||||||
| Service fee income | $ | 25,602 | 100 | % | $ | - | 0 | % | $ | 25,602 | 100 | % | ||||||||||||
Our revenue increased by $0.03 million, from $nil for the six months ended September 30, 2024 to $0.03 million for the six months ended September 30, 2025. The increase was mainly due to the website service fee received in September 2025.
Cost of revenue
| For the Six Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | Changes | ||||||||||||||||||||||
| US$ | % | US$ | % | Amount | % | |||||||||||||||||||
| Cost of revenue | $ | 12,466 | 100 | % | $ | - | 0 | % | $ | 12,466 | 100 | % | ||||||||||||
Our cost of revenue increased by $12,466, from $nil for the six months ended September 30, 2024 to $12,466 for the six months ended September 30, 2025. The increase was mainly due to the staffs cost related to the above-mentioned website service.
Sales and marketing expenses
Sales and marketing expenses primarily consist of marketing expenses incurred for promotion of our app.
| For the Six Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | Changes | ||||||||||||||||||||||
| US$ | % | US$ | % | Amount | % | |||||||||||||||||||
| Marketing expenses | $ | 175,881 | 100 | % | $ | 398,408 | 100 | % | $ | (222,527 | ) | (56 | )% | |||||||||||
Our sales and marketing expenses decreased by $0.2 million, or 56% from $0.4 million for the six months ended September 30, 2024 to $0.2 million for the six months ended September 30, 2025. The decrease was mainly due to the decrease of human resource costs of marketing team and decreasing expenditure on content creation, social media revamp and online advertising.
General and administrative expenses
General and administrative expenses primarily consist of (i) staff costs, consisting of salaries, social insurance, and housing funds for our personnel in administrative departments; (ii) professional service fees, such as audit fees, consultancy fees and legal fees for our daily operations; (iii) depreciation expenses; and (iv) other miscellaneous expenses.
| For the Six Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | Changes | ||||||||||||||||||||||
| US$ | % | US$ | % | Amount | % | |||||||||||||||||||
| Staff costs | $ | 561,480 | 29 | % | $ | 303,331 | 49 | % | $ | 258,149 | 85 | % | ||||||||||||
| Professional service fees | 1,313,367 | 67 | % | 290,409 | 46 | % | 1,022,958 | 352 | % | |||||||||||||||
| Depreciation and amortization | 51,400 | 3 | % | 7,902 | 1 | % | 43,498 | 550 | % | |||||||||||||||
| Others | 28,998 | 1 | % | 27,614 | 4 | % | 21,419 | 78 | % | |||||||||||||||
| Total | $ | 1,955,245 | 100 | % | $ | 629,256 | 100 | % | $ | 1,346,024 | 214 | % | ||||||||||||
Our general and administrative expenses increased by $1.3 million, or 214% from $0.6 million for the six months ended September 30, 2024 to $2.0 million for the six months ended September 30, 2025. The increase was primarily due to (i) the increase in consultancy fee of $0.66 million, (ii) the increase in D&O insurance costs and Nasdaq listing fee of US$0.34 million and (iii) the increase in directors’ fees, newly recruited administrative staff and the associated recruitment costs of US$0.3million.
Research and development expenses
Research and development expenses primarily consist of staff costs, consisting of salaries, social insurance, and housing funds for our personnel in research and development departments; and (ii) other miscellaneous expenses.
| For the Six Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | Changes | ||||||||||||||||||||||
| US$ | % | US$ | % | Amount | % | |||||||||||||||||||
| Staff costs | $ | 210,495 | 74 | % | $ | 486,865 | 86 | % | $ | (276,370 | ) | (57 | )% | |||||||||||
| Others | 74,910 | 26 | % | 81,380 | 14 | (6,470 | ) | (8 | )% | |||||||||||||||
| Total | $ | 285,405 | 100 | % | $ | 568,245 | 100 | % | $ | 282,840 | (50 | )% | ||||||||||||
Our research and development expenses decreased by $0.3 million, or 50% from $0.57 million for the six months ended September 30, 2024 to $0.29 million for the six months ended September 30, 2025. The decrease was primarily due to the phase out of the data team and we reduced the spending on recruitment costs.
Taxation
Cayman Islands
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of the Company’s Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Company’s Ordinary Shares, as the case may be, nor will gains derived from the disposal of the Company’s Ordinary Shares be subject to Cayman Islands income or corporation tax.
USA
For the U.S. jurisdiction, Real USA is subject to federal income taxes on its business operations. The federal tax rate is 21%. We also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and Health and Economic Recovery Omnibus Emergency Solutions Act (“HERO Act”), which were both passed in 2020, no material impact is expected based on the analysis. We will continue to monitor the potential impact going forward.
As a result of the Tax Act, we have evaluated whether it has an additional tax liability from the Global lntangible Low Taxed Income (“GILTI”) inclusion on current earnings and profits of its foreign controlled corporations. The law also provides that corporate taxpayers may benefit from a 50% reduction in the GILTI inclusion, which effectively reduces the tax rate on the foreign income to 10.5%. The GILTI inclusion further provides for a foreign tax credit in connection with the foreign taxes paid. As of September 30, 2025 and March 31, 2025, we do not have an aggregate positive tested income; and as such we did not record a liability for GILTI tax.
Hong Kong
Real Corporation Limited and Hohojo.com Limited are incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the six months ended September 30, 2025 and 2024, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime. The applicable tax rate for the first HKD 2 million of assessable profits is 8.25% and assessable profits above HKD 2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong. Under Hong Kong tax laws, Real Corporation Limited and Hohojo.com Limited are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.
Net loss
As a result of the foregoing, our net loss was $2.4 million and $1.6 million for the six months ended September 30, 2025 and 2024, respectively.
Discussion of Certain Balance Sheet Items
Cash
Cash consists of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use. The total balance of cash was $0.8 million and $2.6 million as of September 30, 2025 and March 31, 2025, respectively.
Compared with the balance as of March 31, 2025, the change in the balance of cash as of September 30, 2025 was primarily due to $1.6 million used in operating activities.
Due from a related company
Immediately after giving effect to the Business Combination, the Sponsor became a shareholder of the Company. In March and April 2024, the Sponsor issued promissory notes of $69,764, $69,763 and $575,000 to Real Messenger Corporation. Pursuant to the promissory notes, the advances were unsecured, non-interest bearing and Real Messenger Corporation has the right, but no obligation, to convert the advances, in whole or in part, into the ordinary shares of the Company with a conversion price of $10.00 per share. On June 2, 2025, the Company and the Sponsor entered into a new agreement that both parties agreed to convert the promissory notes due from the Sponsor of $714,527 as of March 31, 2025 into 316,004 shares of Class A ordinary share of the Company, at a conversion price of $2.26113 per share. On June 5, 2025, the Company, through Real Messenger exercised the right to convert all the promissory notes by receiving 316,004 shares of Class A ordinary share of the Company.
As of September 30, 2025 and March 31, 2025, the receivable balance due from the related company was $nil and $714,527, respectively.
Certain Related Party Transactions of RMSG
The following table summarizes our related party transactions during the periods presented.
| Six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Borrowings from related parties (a) | ||||||||
| Mui Ko | $ | - | $ | 75,204 | ||||
| Repayment of borrowings from related party | ||||||||
| Kwai Hoi, Ma | $ | 221,791 | $ | 290,715 | ||||
| Payment of operating expenses on behalf of the Company (b) | ||||||||
| Kwai Hoi, Ma | $ | 205,142 | $ | 332,116 | ||||
| Advance to a related party (c) | ||||||||
| Kwai Hoi, Ma | $ | 128,010 | $ | - | ||||
| Purchase of convertible promissory note issued by the Company | ||||||||
| TKO Investment Limited | $ | - | $ | 4,500,000 | ||||
| Interest expense of convertible promissory notes - related parties | ||||||||
| Edinburgh DH Holdings Limited | $ | - | $ | 14,959 | ||||
| Fantastic Global Venture Limited | - | 52,356 | ||||||
| $ | - | $ | 74,795 | |||||
| (a) | The borrowings from related parties were interest free and repayable on demand. |
| (b) | The payments of operating expenses, deferred offering costs and purchase of property and equipment on behalf of the Company were subject to repayments to Mr. Kwai Hoi, Ma. |
| (c) | The advance to a director for general business activities was interest free and repayable on demand. |
Balances with related parties
As of September 30, 2025 and March 31, 2025, the balances due from (to) related parties were as follows:
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Due from a related party | ||||||||
| Nova Pulsar Holdings Limited | $ | - | $ | 714,527 | ||||
| Kwai Hoi, Ma | 107,728 | - | ||||||
| $ | 107,728 | $ | 714,527 | |||||
| Due to related parties | ||||||||
| Kwai Hoi, Ma | $ | - | $ | 37,512 | ||||
Cash flows
The following table sets forth a summary of our cash flows for the periods indicated:
| For the Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (1,556,984 | ) | $ | (1,854,151 | ) | ||
| Net cash used in investing activities | (162,286 | ) | - | |||||
| Net cash provided by financing activities | - | 7,075,204 | ||||||
| Effect of exchange rate changes on cash | (9,781 | ) | (25,331 | ) | ||||
| Net (decrease) increase in cash and cash equivalents | (1,729,051 | ) | 5,195,722 | |||||
| Cash at beginning of period | 2,575,225 | 597,160 | ||||||
| Cash at end of period | $ | 846,174 | $ | 5,792,882 | ||||
Operating activities
Net cash used in operating activities for the six months ended September 30, 2025 was $1.6 million, primarily attributable to net loss of $2.4 million, adjusted for (i) a decrease in prepaid expenses and other current assets of $0.3 million as a amortization of prepayments of $0.3 million insurance expense for directors and officer, and (ii) an adjustment for non-cash expense of consultancy fee for Mr. Fredrik Eklund of $0.5 million.
Net cash used in operating activities for the six months ended September 30, 2024 was $1.8 million, primarily attributable to net loss of $1.6 million.
Investing activities
For the six months ended September 30, 2025, we had cash used in investing activities of $0.2 million, for advance to director and purchase of property and equipment.
There is no cash flow from investing activity for the six months ended September 30, 2024.
Financing activities
There is no cash flow from financing activity for the six months ended September 30, 2025.
For the six months ended September 30, 2024, the cash provided by financing activities was $7.1 million, which was primarily caused by the proceeds from convertible promissory notes from TKO Investments Limited and Compass AI Venture Incorporation in aggregate of $7.0 million.
Liquidity and Capital Resources
To date, we have financed our operating activities primarily through borrowings from related parties.
We have been incurring losses from operations since our inception. Accumulated deficit amounted to $22.5 million and $20.1 million as of September 30, 2025 and March 31, 2025, respectively. For the six months ended September 30, 2025, the Company still did not generate any revenues from the launch of its online platform, however the Company generated revenue of $0.03 million from website service during the period.
The Company’s ability to continue as a going concern is dependent upon its ability to successfully execute its business plans including generating revenue, controlling operating costs and expenses to achieve positive operating cash flows, and securing funding from external sources to support positive financing cash flows. As of September 30, 2025, the Company’s bank balance was $0.8 million, which can fully cover the current liabilities of $0.1 million. The operating cash outflow of the Company was $1.6 million for the six months ended September 30, 2025.
The Company also intends to continue to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to these uncertainties, which includes pursuing strategic financing opportunities, optimizing costs, and accelerating revenue generation through expanded commercial partnerships. If the Company is not able to improve profitability, then the Company shall rely on financial support from its controlling shareholder. The Company believes that these initiatives, if successfully executed, will enable the Company to continue operating and meet its obligations as they become due.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.
Off-Balance Sheet Arrangements
We have not entered any financial guarantees or other commitments to guarantee the payment obligations of any third party. In addition, we have not entered any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our unaudited condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in product development services with us.