Real Messenger (RMSG) Risk Analysis

Mr. Thomas Ma and his family members together hold 8,367,555 of the Ordinary Shares (consisting of 6,337,680 Class B Ordinary Shares)  giving them a majority of the aggregate voting power of the Company. Therefore, the Company will qualify as a "controlled company" under the Corporate Governance Rules of Nasdaq. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Corporate Governance Rules of the Nasdaq and the requirement that the compensation committee and nominating and corporate governance committee of the Company consist entirely of independent directors. The Company currently does not intend to rely on these exemptions. However, if the Company decides to rely on exemptions applicable to controlled company under the Corporate Governance Rules of Nasdaq in the future, its public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.

The Company is an "emerging growth company" as defined in the JOBS Act, and it will remain an "emerging growth company" until the earliest to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which the Company has total annual gross revenue of at least $1.235 billion or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company's Shares held by non-affiliates exceeds $700 million as of the last business day of the prior second fiscal quarter, and (2) the date on which the Company issued more than $1.0 billion in non-convertible debt during the prior three-year period. It is expected that the Company will take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as "emerging growth companies," including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that the Company's independent registered public accounting firm provide an attestation report on the effectiveness of the Company's internal control over financial reporting and reduced disclosure obligations regarding executive compensation. In addition, Section 102(b)(1) of the JOBS Act exempts "emerging growth companies" from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has not elected to opt out of such extended transition period, which means that when a standard is issued or revised and the Company has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used. Furthermore, even after the Company no longer qualifies as an "emerging growth company," as long as the Company continues to qualify as a foreign private issuer under the Exchange Act, the Company will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, the Company will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information. As a result, the Company's shareholders may not have access to certain information they deem important. the Company cannot predict if investors will find the Company's Ordinary Shares less attractive because the Company relies on these exemptions. If some investors find the Company's Ordinary Shares less attractive as a result, there may be a less active trading market and share price for the Company's Ordinary Shares may be more volatile.

The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands. The Company's corporate affairs are governed by its memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the Company's directors, actions by the Company's minority shareholders and the fiduciary duties of the Company's directors to the Company under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of the Company's shareholders and the fiduciary duties of the Company's directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standings to initiate a shareholder derivative action in a federal court of the United States. There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicating upon provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained by fraud and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. It may be difficult or impossible for you to bring an action against the Company or against the Company's directors and officers in the Cayman Islands in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against the Company's assets or the assets of the Company's directors and officers. Shareholders of Cayman Islands exempted companies like the Company have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. The Company's directors have discretion under its Amended and Restated Articles of Association to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders, but are not obliged to make them available to its shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. As a result of all of the above, the Company's public shareholders may have more difficulty in protecting their interests in the face of actions taken by the Company's management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

The Company is a company incorporated in the Cayman Islands. Nasdaq market rules permit a foreign private issuer like the Company to follow the corporate governance practices of the Company's home country. Certain corporate governance practices in the Cayman Islands, which is the Company's home country, may differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies. Among other things, as a matter of Cayman Islands law, the Company is not required to have: (1) a majority-independent board of directors; (2) a compensation committee consisting of independent directors; (3) a nominating committee consisting of independent directors; or (4) regularly scheduled executive sessions with only independent directors each year. Currently, the Company does not plan to rely on any exemption offered to foreign private issuers under Nasdaq Stock Market Rules. However, if the Company relies on any of these exemptions in the future, you may not be provided with the benefits of certain corporate governance requirements of The Nasdaq Capital Market or Capital Market. the Company may also follow the home country practice for certain other corporate governance practices in the future, which may differ from the requirements of The Nasdaq Capital Market or Capital Market. If the Company chooses to follow the home country practice, the Company's shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Stock Market Rules applicable to U.S. domestic issuers.

As a foreign private issuer, the Company will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, it will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. If it ceases to qualify as a foreign private issuer in the future, it would incur significant additional expenses that could have a material adverse effect on its results of operations.

In order to maintain its listing on Nasdaq, the Company is required to comply with certain rules of Nasdaq, including those regarding minimum shareholders' equity, minimum share price, minimum market value of publicly held shares, minimum number of shareholders and various additional requirements. Even if the Company initially meets the listing requirements and other applicable rules of Nasdaq, the Company may not be able to continue to satisfy these requirements and applicable rules. If the Company is unable to satisfy Nasdaq criteria for maintaining its listing, its securities could be subject to delisting. If Nasdaq does not list the Company's securities, or subsequently delists its securities from trading, the Company could face significant consequences, including: - a limited availability for market quotations for its securities;         - reduced liquidity with respect to its securities;         - a determination that its ordinary shares are a "penny stock," which will require brokers trading in the Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Ordinary Shares;         - limited amount of news and analyst coverage; and         - a decreased ability to issue additional securities or obtain additional financing in the future. On April 6, 2026, the Company received a written notification from Nasdaq Stock Market LLC ("Nasdaq") indicating that, based on the reported stockholders' equity of US$1,110,873 of the Company as reported in its unaudited interim financial report on Form 6-K, filed with the Securities and Exchange Commission on March 31, 2026, the Company does not meet the minimum shareholders' equity criteria of US$2,500,000 in stockholders' equity required under the Nasdaq Listing Rule 5550(b)(1) (the "Rule") for continued listing. Under Nasdaq Listing Rule, the Company has 45 calendar days, or until, May 21, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Nasdaq letter to evidence compliance. The Company intends to regain compliance within the applicable compliance period and is currently working on a plan including financial projections. On May 20, 2026, the Company submitted to the staff of Nasdaq a plan to regain compliance with the Rule, pursuant to which the Company indicated that it intended to complete a best-efforts public offering of units in order to increase its stockholders' equity above the minimum threshold required by the Rule. On June 9, 2026, the staff of Nasdaq notified the Company by letter that, based on its review of the materials submitted on May 20, 2026, it had determined to grant the Company an extension of time, through October 3, 2026, to complete the public offering and to evidence compliance with the Rule. Nasdaq is continuing to monitor the Company's ongoing compliance with the stockholders' equity requirement. If the Company does not evidence compliance with the stockholders' equity requirement, the Company may be subject to delisting. On July 22, 2026, the Company received a letter from Nasdaq (the "Notification Letter") notifying the Company that based on the closing bid price of the Company's Class A Ordinary Shares being below $1 per share for the last 30 consecutive business days (i.e. from June 8, 2026 to July 21, 2026), the Company no longer complies with the minimum bid price requirement for continued listing as set forth in Nasdaq Listing Rule 5550(a)(2). The Notification Letter does not impact the Company's listing on the Nasdaq Capital Market currently. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until January 19, 2027, to regain compliance with the minimum bid price requirement. If at any time before January 19, 2027, the closing bid price per share of the Company's Class A ordinary shares is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance with the minimum bid price requirement by January 19, 2027, subject to the determination by the staff of Nasdaq, the Company may be eligible for an additional 180-calendar-day grace period if it meets the continued listing requirements for market value of publicly held shares and all other initial listing standards, with the exception of bid price requirement, of the Nasdaq Capital Market, and provides written notice to Nasdaq of its intention to cure the deficiency. The Company intends to monitor the closing bid price of its Class A Ordinary Shares and may, if appropriate, consider implementing available options to maintain compliance with the minimum bid price requirement under the Nasdaq Listing Rules, which may include, among other things, effecting a reverse stock split of its outstanding ordinary shares. The Board of Directors is evaluating various alternatives to regain compliance with the minimum bid price requirement. Though we intend to maintain compliance with the minimum bid price requirement, we cannot assure you that the Company will continue to comply with the requirements for continued listing on the Nasdaq Capital Market in the future. If our Class A Ordinary Shares are delisted from Nasdaq, the liquidity and value of an investment in our Class A Ordinary Shares will be materially and adversely affected.

The Company's status as a foreign private issuer exempts it from compliance with certain Nasdaq corporate governance requirements if it instead complies with the statutory requirements applicable to a Cayman Islands exempted company. The statutory requirements of the Company's home country of Cayman Islands, do not strictly require a majority of its board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of the company may decrease as a result. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have an independent compensation committee with a minimum of two members, a nominating committee, and an independent audit committee with a minimum of three members. The Company, as a foreign private issuer, with the exception of needing an independent audit committee composed of at least three members, is not subject to these requirements. The Nasdaq Listing Rules may also require shareholder approval for certain corporate matters that the Company's home country's rules do not. Following Cayman Islands governance practices, as opposed to complying with the requirements applicable to a U.S. company listed on Nasdaq, may provide less protection to you than would otherwise be the case.

The Company has adopted a dual-class structure with different voting rights, and such dual-class share structure may result in a lower or more volatile market price of the Company's Class A Ordinary Shares. Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain stock market indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the Company's dual-class share structure may prevent the inclusion of the Company's Class A Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative commentary about the Company's corporate governance practices or otherwise seek to cause the Company to change its capital structure. Any such exclusion from indices could result in a less active trading market for the Company's securities. Any actions or publications by shareholder advisory firms critical of the Company's corporate governance practices or capital structure could also adversely affect the value of the Company's securities.

The Company has adopted an Amended and Restated Memorandum and Articles of Association. The Company's post-closing memorandum and articles of association contains provisions to limit the ability of others to acquire control of the Company or cause the Company to engage in change-of-control transactions. These provisions could have the effect of depriving the Company shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of the Company in a tender offer or similar transaction. For example, the Company's board of directors has the authority to issue any additional shares, provided such issuance will not exceed the authorized share capital of the Company, without any approval required from the shareholders.

The Company has adopted a dual class share structure such that the Company's Ordinary Shares is comprised of Class A Ordinary Shares and Class B Ordinary Shares. In respect of matters requiring the votes of shareholders, each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to twenty-five votes. Each Class B  Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Only Class A Ordinary Shares are tradable on the market. As a result of such dual class share structure and the concentration of ownership, holders of Class B Ordinary Shares have substantial influence over the Company's business, including decisions regarding mergers, consolidations and the sale of all or substantially all of the Company's assets, election of directors and other significant corporate actions. They may take actions that are not in the best interest of the Company or the Company's other shareholders. Such dual class arrangement may discourage, delay or prevent a change in control of the Company, which could deprive the Company's shareholders of an opportunity to receive a premium for their shares as part of a sale of the Company and may reduce the price of the Class A Ordinary Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

The trading market for the Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about the Company or its business. Securities and industry analysts do not currently, and may never, publish research on the Company. If no securities or industry analysts commence coverage of the Company, the trading price for its ordinary shares would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover the Company downgrade its securities or publish inaccurate or unfavorable research about its business, its stock price would likely decline. If one or more of these analysts cease coverage of the Company or fail to publish reports on the Company, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline.

The market price of the Ordinary Shares may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. The Company may be the target of securities class action litigation and investigations. Securities litigation against the Company, regardless of the result thereof, could result in substantial costs and divert management's attention from other business concerns, which could adversely affect the Company's business, financial condition and results of operations.

The Company may issue additional Ordinary Shares or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of the Ordinary Shares in certain circumstances. The Company's issuance of additional Ordinary Shares or other equity or convertible debt securities of equal or senior rank would have the following effects: (1) the Company's existing shareholders' proportionate ownership interest may decrease; (2) the amount of cash available per share, including for payment of dividends in the future, may decrease; (3) the relative voting power of each previously outstanding Ordinary Share may be diminished; and (4) the market price of Ordinary Shares may decline.

The market price of Ordinary Shares may be volatile, both because of actual and perceived changes in the company's financial results and prospects, and because of general volatility in the stock market. The factors that could cause fluctuations in the Company's share price may include, among other factors discussed in this section, the following: - actual or anticipated variations in the financial results and prospects of the Company or other companies in a similar business;         - changes in financial estimates by research analysts;         - changes in the market valuations of other education technology companies;         - announcements by the Company or its competitors of expansions, investments, acquisitions, strategic partnerships or joint ventures;         - mergers or other business combinations involving the Company;         - additions and departures of key personnel and senior management;         - changes in accounting principles;         - the passage of legislation or other developments affecting the Company or its industry;         - the trading volume of the Ordinary Shares in the public market;         - the release of lockup, escrow or other transfer restrictions on the Company's outstanding equity securities or sales of additional equity securities;         - potential litigation or regulatory investigations;         - changes in economic conditions, including fluctuations in global and regional economies;         - financial market conditions;         - natural disasters, terrorist acts, acts of war or periods of civil unrest; and         - the realization of some or all of the risks described in this section. In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of Ordinary Shares.

The Company is a company incorporated under the laws of the Cayman Islands. All of the Company's assets are located outside of the United States. All of the Company's senior executive officers will reside outside of the United States for a significant portion of the time and all are nationals of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against the Company or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against the Company's assets or the assets of the Company's directors and officers.