United States securities and exchange commission logo





                              September 12, 2023

       Kwai Hoi Ma
       Chief Executive Office
       Real Messenger Corp
       695 Town Center Drive, Suite 1200
       Costa Mesa, CA 92626

                                                        Re: Real Messenger Corp
                                                            Amendment No. 1 to
Registration Statement on Form F-4
                                                            Filed August 21,
2023
                                                            File No. 333-273102

       Dear Kwai Hoi Ma:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
28, 2023 letter.

       Amendment No. 1 to Registration Statement on Form F-4 filed August 22,
2023

       Cover page

   1.                                                   Please explain what the
reference to "ninth note" issued on July 3, 2023 for $350,000 in
                                                        your definition of
references to "Notes," or revise as necessary. In this regard, according
                                                        to the disclosures in
Nova Vision's June 30, 2023 Form 10-Q, it appears the ninth note
                                                        was issued on July 5,
2023 for $75,030.
   2.                                                   You state here and
elsewhere throughout the filing that the Merger Consideration will be
                                                        paid in the form of
4,500,000 newly issued PubCo Ordinary Shares that will be paid 20%
                                                        in PubCo Class A
Ordinary Shares and 80% in PubCo Class B Ordinary Shares.
                                                        However, you also refer
to the issuance of 450,000 PubCo Class A Ordinary Shares and
                                                        4,050,000 PubCo Class B
Ordinary Shares, which would equate to an allocation of 10% to
 Kwai Hoi Ma
FirstName LastNameKwai    Hoi Ma
Real Messenger Corp
Comapany 12,
September NameReal
              2023 Messenger Corp
September
Page 2    12, 2023 Page 2
FirstName LastName
         Class A and 90% to Class B Ordinary Shares. Please explain this
apparent inconsistency
         or revise as necessary.
3.       We note your response to prior comment 17. To the extent material,
provide prominent
         disclosure about the legal and operational risks associated with being
based in or having
         the majority of the company   s operations in China. Your disclosure
should make clear
         whether these risks could result in a material change in your
operations and/or the value of
         the securities you are registering for sale or could significantly
limit or completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, have or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on a U.S. or other foreign exchange. Please disclose the location
of your auditor   s
         headquarters and whether and how the Holding Foreign Companies
Accountable Act, as
         amended by the Consolidated Appropriations Act, 2023, and related
regulations will affect
         your company.
Prospectus Summary, page 1

4.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks with
         cross-references to the more detailed discussion of these risks in the
prospectus. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of the
         securities you are registering for sale. Acknowledge any risks that
any actions by the
         Chinese government to exert more oversight and control over offerings
that are conducted
         overseas and/or foreign investment in China-based issuers could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
5.       Disclose each permission or approval that you or your subsidiaries are
required to obtain
         from Chinese authorities to operate your business and to offer the
securities being
         registered to foreign investors. State whether you or your
subsidiaries are covered by
         permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to approve the operations of your subsidiaries, and state
affirmatively whether
         you have received all requisite permissions or approvals and whether
any permissions or
         approvals have been denied. Please also describe the consequences to
you and your
 Kwai Hoi Ma
Real Messenger Corp
September 12, 2023
Page 3
         investors if you or your subsidiaries: (i) do not receive or maintain
such permissions or
         approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
         or (iii) applicable laws, regulations, or interpretations change and
you are required to
         obtain such permissions or approvals in the future.
Questions and Answers About the Business Combination and the Extraordinary
General Meeting
What happens to the funds deposited in the Trust Account following the Business
Combination,
page 11

6.       Please provide us with the calculations that support the $17,171,788
cash held in the Trust
         as of August 21, 2023 both here and on page 14, or revise your
disclosures as necessary.
Risk Factors, page 28

7.       We note your response to our prior comment 7 and reissue the comment.
Please include a
         corresponding risk factor for each risk mentioned in the risk factor
summary and provide
         detailed discussion of why these factors pose a risk to public
shareholders.
8.       To the extent the Chinese government is able to exert significant
oversight and discretion
         over the conduct of your business, please revise to highlight
separately the risk that the
         Chinese government may intervene or influence your operations at any
time, which could
         result in a material change in your operations and/or the value of the
securities you are
         registering. Also, given recent statements by the Chinese government
indicating an intent
         to exert more oversight and control over offerings that are conducted
overseas and/or
         foreign investment in China-based issuers, acknowledge the risk that
any such action
         could significantly limit or completely hinder your ability to offer
or continue to offer
         securities to investors and cause the value of such securities to
significantly decline or be
         worthless.
Risks Related to Real Messenger's Business
We have identified material weaknesses in our internal control over financial
reporting.. ., page
42

9.     We note your revised disclosures in response to prior comment 9. Please
further revise to
       clarify which steps in your remediation efforts, if any, you have begun.
In this regard, you
       state "we intend to take" a number of measures to remediate the material
weakness, which
       implies you have not yet begun such efforts. However, you also state
that you can give no
FirstName LastNameKwai Hoi Ma
       assurance that the measures "we have taken" or plan to take in the
future will remediate
Comapany    NameReal
       the material    Messenger
                    weakness.   To Corp
                                   the extent you have begun such efforts,
revise to disclose any
       material costs incurred
September 12, 2023 Page 3      to date as part of your remediation plan.
FirstName LastName
 Kwai Hoi Ma
FirstName LastNameKwai    Hoi Ma
Real Messenger Corp
Comapany 12,
September NameReal
              2023 Messenger Corp
September
Page 4    12, 2023 Page 4
FirstName LastName
Risks Related to Nova Vision and the Business Combination
Nova Vision has identified a material weakness in its internal control over
financial reporting. . .,
page 46

10.      Please further revise the risk factor that you added in response to
prior comment 10 to also
         address the material weaknesses in Nova Vision's internal control over
financial
         reporting. Address the steps taken or those that will be taken, to
remediate such
         weaknesses and the resulting conclusions on Nova Vision's internal
control over financial
         reporting.
Risks Related to PubCo's Securities
Pubco will be "an emerging growth company," as defined under the federal
securities laws... ,
page 58

11.      We note your revised disclosures in response to prior comment 12 where
you state that
         Real Messenger Corporation "intends" not to opt out of the extended
transition period for
         complying with new or revised accounting standards. Please further
revise to disclose the
         actual election made by Real Messenger Corporation. In this regard,
Question 13 of the
         Jumpstart Our Business Startups Act FAQs states that an emerging
growth company must
         make such election at the time the company is first required to file a
registration
         statement.
Proposal No. 2: The Acquisition Merger Proposal
Certain Projected Information of Real Messenger, page 86

12.      We note the term of the projections and the significantly reduced
Merger
         Consideration. Please explain the basis of the projections beyond year
three and clearly
         describe how the assumptions relate to and resulted in the projected
financial information,
         identifying the limitations of the projections, and addressing the
expected Merger
         Consideration at the time the projections were provided. It should be
clear from your
         revisions how the projected growth rates are sustainable over the
selected period of time,
         and why assuming such growth rates is reasonable. In addition, revise
to provide
         additional detail concerning the assumptions underlying each projected
metric included in
         each table.
Business of Real Messenger
Overview, page 95

13.      We note that a majority of your development team are employed by Real
Corporation
         Limited, a Hong Kong entity, and all five of your directors reside in
Hong Kong. Please
         revise to provide a detailed discussion regarding the types of data
collected by the
         development team. As non-exclusive examples, clarify whether
development team and
         Real Corporation Limited have access to U.S. citizens metadata,
personally identifiable
         information, or any other types of data regarding U.S. users. To the
extent they have
 Kwai Hoi Ma
Real Messenger Corp
September 12, 2023
Page 5
         access to such data, include a discussion regarding the ability of the
PRC or Hong Kong to
         access or request such data, and provide risk factor disclosure as
appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Real
Messenger, page 109

14.      We note your revised disclosures in response to prior comment 19 where
you discuss
         various key metrics used by management in assessing the growth and
prospects of your
         business. Please further revise to provide quantified information for
each key metric for
         each period presented. Also, define each metric, explain how it is
used, and describe how
         each is calculated. In addition, with regard to the number of
downloads of the Real
         Messenger app, tell us the number or percentage of downloads that were
active for each
         period presented and clarify how you define an active app. Refer to
SEC Release No. 33-
         10751.
Unaudited Pro Forma Condensed Combined Financial Information, page 126

15.      Your response to prior comment 1 refers to revised disclosures on page
127, which states
         that Nova's current public shareholders will own 17.65% of the issued
share capital of
         PubCo. However, elsewhere in the filing (i.e. cover page and pages 9
and 134) you
         indicate that the public shareholders will own 24.35% of the issued
share capital. Please
         explain this apparent inconsistency and revise your disclosures as
necessary.
Notes to unaudited condensed combined financial statements
Basis of Presentation, page 131

16.    We note that you removed pro forma adjustments (8) and (9) in response
to prior
       comment 25. However, your disclosures on page 132 continue to state that
you intend to
       enter into subscription agreements with various investors for the
private placement of
       ordinary shares, which will close shortly before the closing of the
Business Combination
       resulting in gross proceeds of $11.5 million. In your response, please
tell us the status of
       any negotiations related to this Private Placement. To the extent you
have commitments
       in place to close such Private Placements prior to the Business
Combination as your
       disclosures imply, explain why you removed these adjustments.
Alternatively, revise to
       include a discussion in your footnotes regarding the impact to the pro
forma financial
FirstName LastNameKwai Hoi Ma
       statements, including pro forma earnings per share, if you were to
receive such financing
Comapany    NameReal
       or the           Messenger
              implications  to Real Corp
                                    Messenger's business if such agreements are
not finalized, and
       revise
September   12,the disclosures
                 2023 Page 5 on page 132 as necessary.
FirstName LastName
 Kwai Hoi Ma
FirstName LastNameKwai    Hoi Ma
Real Messenger Corp
Comapany 12,
September NameReal
              2023 Messenger Corp
September
Page 6    12, 2023 Page 6
FirstName LastName
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance
Sheet, page 132

17.      We note pro forma adjustment (4), which reflects the issuance of
promissory notes to
         settle transaction fees, was added in response to prior comment 23.
Please tell us whether
         you have secured these notes and if so, revise to disclose the name of
the party that funded
         such notes. To the extent you have not secured such notes, explain
further the basis of this
         pro forma adjustment.
        You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Austin Pattan,
Staff Attorney, at
(202) 551-6756 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any
other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Lawrence Venick