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Republic Power Group Limited 424B Filings

RPGL NASDAQ

Every 424B that Republic Power Group Limited (RPGL) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow RPGL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RPGL filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Republic Power Group Limited is offering 40,000,000 Class A Ordinary Shares in a best-efforts offering at $0.25 per share for gross proceeds of $10,000,000. The offering is being made at a fixed price with no minimum required to close.

The company has a dual‑class structure: Class A shares carry one vote each and Class B shares carry thirty votes each. True Sage International Limited, affiliated with Chairman Mr. Hao Feng Ng, holds Class B shares and certain Class A shares representing 20.17% of voting power. The company identifies as an emerging growth company and a foreign private issuer, and intends to use proceeds for R&D, commercialization, hiring and general corporate purposes.

Rhea-AI Summary

Republic Power Group Limited is conducting a primary best-efforts offering of up to 50,000,000 Class A Ordinary Shares at a fixed price of $0.20 per share under a securities purchase agreement. There is no minimum offering amount, so the company may close the offering after selling fewer than all shares, without investor refunds.

Before the deal, 17,250,000 Class A Ordinary Shares and 100,000 Class B Ordinary Shares are outstanding; if fully subscribed, Class A outstanding would rise to 67,250,000 shares. The company plans to use net proceeds for research and development, marketing and branding, capital expenditures, recruiting talent, and potential acquisitions and growth opportunities.

Republic Power provides customized ERP and IoT-integrated software solutions in Singapore and Malaysia and is piloting subscription-based SaaS ERP products targeted for launch in the third quarter of fiscal 2026. Revenue fell sharply in fiscal 2024 due to lost large projects and leadership transition but rebounded in fiscal 2025 as new clients were added. Investors face significant risks, including client concentration, reliance on key vendors, past going concern uncertainty, strong competition, and exposure to Southeast Asia regulatory and economic conditions. The company is an emerging growth company, a foreign private issuer, and currently a controlled company due to high-vote Class B shares held via True Sage.