New Listing Registration Form 8 A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

REAL MESSENGER CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626		200001
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which
to be so registered		each class is to be registered
Class A Ordinary Shares, $0.0001 par value per share		The Nasdaq Stock Market LLC
Warrants, each exercisable for one-half of one Class A Ordinary Share at an exercise price of $11.50 per share		The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-273102

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.

The securities to be registered hereby are Class A ordinary shares with a par value of $0.0001 per share (the "Class A Ordinary Shares") and warrants, each entitling the holder thereof to purchase one-half of one Class A Ordinary Share at an exercise price of $11.50 per share (the "Warrants") of Real Messenger Corporation, a Cayman Islands exempted company (the "Company").

The description of the Class A Ordinary Shares and Warrants contained in the section entitled "Description of Pubco's Securities" in the proxy statement/prospectus included in the Company's Registration Statement on Form F-4 (File No. 333-273102) originally filed with the Securities and Exchange Commission (the "SEC") on July 3, 2023, as amended, supplemented or otherwise modified from time to time and was declared effective by the SEC on August 14, 2024 (the "Registration Statement"), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

Item 2. Exhibits.

Under the "Instructions as to Exhibits" section of Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are to be registered on The Nasdaq Stock Market LLC and the securities to be registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: November 19, 2024
	Real Messenger Corporation
	By:	/s/ Kwai Hoi, Ma
	Name:	Kwai Hoi, Ma
	Title:	Chief Executive Officer

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