Republic Power Group Ltd SEC Filings

Republic Power Group Limited, a Singapore-based provider of customized ERP software, consulting, and IoT-integrated solutions, is conducting a primary best-efforts offering of up to 15,000,000 Class A Ordinary Shares at $1.00 per share, for gross proceeds of up to $15,000,000. There is no minimum offering amount, so fewer shares may be sold without investor refunds. Class A carries one vote per share and Class B carries thirty votes per share; 29,969 Class B shares held through True Sage, controlled by Chairman Hao Feng Ng, represent 45.78% of total voting power, giving him substantial influence over major decisions.

The company’s revenues were SGD 3,010,817 (USD 2,367,181) for the year ended June 30, 2025, following an 86.34% revenue decline in 2024 and a subsequent 339.0% rebound in 2025 as new clients were acquired. For the six months ended December 31, 2025, revenue was SGD 2,166,935 (USD 1,685,151). Its auditor previously raised substantial doubt about its ability to continue as a going concern due to low cash as of June 30, 2024.

In April 2026 the company paid $5,200,000 for a 10% stake in NVC Partners Limited and $2,800,000 for blockchain-related software and technology rights, aiming to build blockchain-enabled enterprise and digital financial infrastructure solutions, including RWA tokenization, though these initiatives are early-stage and not yet generating revenue. Net offering proceeds are intended for R&D, business expansion and commercialization, talent recruitment, and general corporate purposes and potential acquisitions.

Republic Power Group Limited, a British Virgin Islands holding company operating mainly through RP Singapore, plans a primary offering of up to 15,000,000 Class A Ordinary Shares at $1.00 per share, a best-efforts sale for gross proceeds of up to $15,000,000. The company provides customized ERP software, consulting, technical support and related hardware in Singapore and Malaysia, and is piloting SaaS ERP products targeted for commercial launch in the fiscal year ending June 30, 2027, subject to successful testing.

Republic Power recently paid $5.2 million for a 10% stake in NVC Partners Limited and $2.8 million for technology rights from the NVT Group to develop blockchain-enabled enterprise and digital financial infrastructure solutions, including RWA tokenization platforms, which are still pre-revenue and face regulatory and commercialization risks. Revenues were SGD 3,010,817 for the year ended June 30, 2025, after an 86.34% revenue decline in fiscal 2024 versus 2023 and then a 339.0% rebound in 2025 driven by new clients.

The company is an emerging growth company and a foreign private issuer, using reduced U.S. reporting requirements. It has a dual class share structure; 29,969 Class B shares carry 30 votes each, giving Chairman Hao Feng Ng 45.78% of total voting power. An auditor report for the year ended June 30, 2024 raised substantial doubt about the company’s ability to continue as a going concern, and the business is highly dependent on concentrated customers and vendors.

Republic Power Group Limited reported sharp top-line growth but remained loss-making for the six months ended December 31, 2025. Revenue rose to SGD 2.17 million (USD 1.69 million) from SGD 0.49 million, driven by new software projects and the introduction of product sales, which contributed 53.5% of revenue but at lower margins. Gross profit increased to SGD 0.56 million, while gross margin fell to 25.8% from 41.3% as hardware-heavy sales diluted margins. Operating expenses were SGD 1.45 million, with general and administrative costs rising after the IPO and selling and marketing expenses added as the company scaled its commercial efforts; research and development dropped as more costs were capitalized as intangibles. Net loss narrowed to SGD 0.98 million (USD 0.76 million) from SGD 1.17 million. Working capital improved to SGD 1.54 million (USD 1.20 million). Subsequent to period-end, the company completed two public offerings raising net proceeds of USD 8.66 million and USD 9.82 million, a PIPE of USD 0.69 million, and agreed to invest USD 8.0 million in a 10% stake in NVC Partners Limited and related technology. Management concluded no substantial doubt exists about its ability to continue as a going concern.

Republic Power Group Ltd insiders True Sage International and its controller, Hao Feng Ng, filed an amended Schedule 13D updating their ownership and control position. Through True Sage, Ng beneficially owns 1,198,737 Class B Ordinary Shares, representing 45.78% of the company’s total voting power as of May 18, 2026.

The amendment reflects several 2026 capital actions: a January offering of 44,775,000 Class A shares, a 1-for-20 reverse share split in February, an April 10 securities purchase agreement for 688,073 new Class B shares, and a May 4 exchange in which the company repurchased 505,664 Class A shares from True Sage and issued 505,664 new Class B shares.

Republic Power Group Ltd director and 10% owner Ng Hao Feng reported a share reclassification-type transaction involving 505,664 shares through True Sage International Limited. On May 4, 2026, True Sage acquired 505,664 Class B Ordinary Shares at $1.94 per share as a grant or award and disposed of an equal number of Class A Ordinary Shares to the issuer at the same price.

After these indirect transactions, True Sage held 1,198,737 Class B Ordinary Shares and no Class A shares. Ng is the sole shareholder and director of True Sage, so these holdings are attributed to him indirectly. The transactions do not involve open‑market buying or selling, but rather an internal change in the class of shares held.

Republic Power Group Ltd director Tso Chun Yu has filed an initial Form 3, which is a mandatory statement of beneficial ownership for company insiders. This filing establishes his reporting status as a director but does not list any share transactions.

Republic Power Group Limited reported the results of its April 30, 2026 extraordinary general meeting, where shareholders approved a share repurchase proposal, amendments to the memorandum and articles of association, and a broad share consolidation authority.

The company corrected the number of issued and outstanding Class B ordinary shares as of the April 13, 2026 record date to 693,073, noting this proxy statement error did not affect quorum or voting results. Overall, 33.37% of outstanding shares were represented, with Class A carrying one vote per share and Class B carrying thirty votes per share.

Republic Power Group Ltd director and 10% owner Ng Hao Feng filed an initial ownership report showing substantial indirect stakes in the company through True Sage International Limited. The filing lists 693,073 Class B Ordinary Shares and 505,664 Class A Ordinary Shares, all held by True Sage International Limited, which is wholly owned by Ng.

Republic Power Group Ltd filed an initial insider ownership report for director Lo Siu Wan. This Form 3 identifies Lo as a director of the company and establishes their status as a reporting person. The filing does not report any insider transactions such as purchases, sales, or option exercises.