Republic Power Group Ltd (RPGL) SEC Filings

Republic Power Group Limited (RPGL) has filed a resale prospectus covering up to 4,568,000 Class A Ordinary Shares, including shares issuable upon conversion of a convertible note and commitment shares, for potential sales by Dune Equity Holdings LLC. RPGL itself is not selling shares and will not receive proceeds from these resales.

The resale relates to a $570,000 two‑tranche convertible note bearing $68,400 in interest, convertible at 80% of the average of the three lowest Nasdaq trading prices over a 10‑day lookback, which could lead to significant dilution if the share price declines. Before any conversion, RPGL has 16,117,920 Class A and 29,969 Class B shares outstanding; full note conversion and make‑whole shares would bring Class A up to 20,632,920.

RPGL provides customized ERP, AI and IoT‑enabled software solutions in Southeast Asia and is developing SaaS ERP and blockchain‑enabled, RWA tokenization platforms. Revenue fell 86.34% in fiscal 2024 versus 2023, then rebounded in 2025, and the auditor has raised substantial doubt about its ability to continue as a going concern. RPGL qualifies as both an emerging growth company and a foreign private issuer, allowing reduced U.S. reporting obligations.

Republic Power Group Ltd (RPGL) reported the results of an extraordinary general meeting held on August 24, 2026, where shareholders of its Class A and Class B ordinary shares voted on several corporate governance proposals. A quorum was achieved, with 53.22% of total outstanding shares represented, including 8,564,732 of 16,117,920 Class A shares and all 29,969 Class B shares. Each Class A share carries one vote and each Class B share thirty votes.

Shareholders approved all proposals presented, including an amendment to the authorized share capital, a change to the authorized shares clause, changes to voting power, amendments and a new amended memorandum and articles of association, a redomiciliation proposal, and the adoption of Cayman memorandum and articles of association. Key items such as the redomiciliation and adoption of Cayman M&A received approximately 9.46 million votes in favor, with only a small number of votes against or abstaining.

Republic Power Group Limited (RPGL), a British Virgin Islands holding company operating mainly through RP Singapore, has filed a Form F-1 to register the resale of up to 4,568,000 Class A Ordinary Shares by Dune Equity Holdings LLC, a selling shareholder. These shares include conversion shares from a convertible note and commitment shares. RPGL will not receive proceeds from the selling shareholder’s resale. The company provides customized ERP software, consulting, support services and related hardware in Singapore and Malaysia, and is piloting SaaS ERP products targeting commercial launch in the fiscal year ending June 30, 2027. RPGL is also investing in blockchain-enabled enterprise software, digital financial infrastructure and RWA tokenization solutions, which remain at a development stage with no revenue. The company qualifies as both an emerging growth company and a foreign private issuer, and has a dual-class share structure with high-vote Class B shares. Prior financials show highly variable revenues and an auditor’s substantial-doubt going-concern explanatory paragraph.

Republic Power Group Limited is calling an extraordinary general meeting on August 24, 2026 to seek shareholder approval for several major structural changes. The board proposes increasing authorized capital to 11,000,000,000 ordinary shares, split into 10,000,000,000 Class A and 1,000,000,000 Class B shares, and updating its memorandum and articles to reflect this.

The company also proposes raising the voting power of each Class B share from 30 to 100 votes. As disclosed, this would change Class A holders’ aggregate voting power from 94.72% to 84.32% and Class B holders’ from 5.28% to 15.68%, increasing influence of founder Hao Feng Ng’s controlled entity True Sage. The board seeks authority to implement one or more share consolidations in a range of 1‑for‑2 to 1‑for‑50 within 180 days, primarily to manage trading price and listing requirements, and notes that future issuances of the enlarged authorized shares could dilute existing holders and may have an anti‑takeover effect. Finally, the company is asking approval to redomicile from the British Virgin Islands to the Cayman Islands and adopt new Cayman law‑compliant memorandum and articles (the Cayman M&A), which will govern shareholder rights after continuation.

Republic Power Group Limited completed a registered offering of 15,000,000 Class A ordinary shares at an offering price of $1.00 per share, pursuant to a securities purchase agreement with certain investors. The transaction closed on August 4, 2026 after the satisfaction or waiver of all closing conditions and the release of subscription funds from escrow.

The Class A ordinary shares were sold under an effective Form F-1 registration statement, and the company received net proceeds of approximately US$14,562,000. It currently intends to use these funds for research and development, business expansion and commercialization, recruitment of talented professionals, general corporate purposes, and potential future acquisitions and growth opportunities.

Republic Power Group Limited entered into a financing with Dune Equity Holdings LLC, issuing the first tranche of a convertible promissory note with $285,000 principal, including a $25,000 original issuance discount. The note, funded and issued on July 24, 2026, bears 12% annual interest, matures in 12 months and is convertible into Class A ordinary shares at 80% of the average of the three lowest trading prices over the ten trading days before each conversion. The company also issued 53,000 Class A ordinary shares to Dune as commitment shares.

A second $285,000 tranche may be funded if no defaults or covenant breaches occur, the shares remain listed and compliant on the Nasdaq Capital Market, and a resale registration statement for all conversion and commitment shares is filed within 30 calendar days of July 20, 2026 and declared effective within 75 days. The note includes extensive covenants, a requirement to obtain directors’ and officers’ insurance, and events of default that can accelerate repayment to 150% of outstanding principal plus accrued interest and costs, with the holder allowed to convert default amounts into shares.

Republic Power Group Limited is conducting a best-efforts primary 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 proceeds may be significantly lower and investors will not receive refunds if limited capital is raised.

Before this offering there are 1,064,920 Class A and 29,969 Class B shares outstanding; if fully subscribed, Class A shares outstanding would rise to 16,064,920. The company has a dual-class structure, with each Class B share carrying 30 votes, and the chairman, via True Sage, controls 45.78% of voting power. The business provides customized ERP and IoT-integrated software in Southeast Asia, is developing SaaS ERP and blockchain-enabled digital financial infrastructure, and recently paid $8.0 million for a 10% stake and technology from the NVT Group.

Revenue declined by 86.34% in fiscal 2024 versus 2023 due to lost large projects and a leadership transition, then rebounded by 339.0% in fiscal 2025 on new clients. The auditor has raised substantial doubt about the company’s ability to continue as a going concern. As an emerging growth company and foreign private issuer, it will follow reduced U.S. reporting and corporate governance requirements. The company intends to use net proceeds for R&D, business expansion and commercialization, talent recruitment, and general corporate purposes including possible future acquisitions.