Republic Power Group (RPGL) agrees to 12% $285,000 convertible note
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Key Figures
First tranche note principal: $285,000
Original issuance discount: $25,000
Interest rate on note: 12% per annum
+5 more
8 metrics
First tranche note principal
$285,000
Principal amount of the first tranche of the promissory note issued July 24, 2026
Original issuance discount
$25,000
Discount included within the $285,000 principal amount of the first tranche note
Interest rate on note
12% per annum
Annual interest rate on the convertible promissory note
Note maturity
12 months
Maturity of the note following its July 24, 2026 issuance date
Commitment shares issued
53,000 shares
Class A ordinary shares issued to Dune as additional consideration at closing
Registration filing deadline
30 calendar days
Period after July 20, 2026 to file resale registration statement for conversion and commitment shares
Registration effectiveness deadline
75 calendar days
Period after July 20, 2026 to cause resale registration statement to become effective
Default repayment multiple
150%
Multiplier applied to outstanding principal plus accrued interest upon an event of default
Key Terms
original issuance discount, piggy-back registration rights, Registration Statement Failure, event of default, +1 more
5 terms
original issuance discount financial
"principal amount of $285,000, inclusive of $25,000 original issuance discount"
Original issuance discount (OID) is the difference between a debt security’s face value and a lower price at which it is sold when first issued, similar to buying a $1,000 loan for $900. Investors receive the full face value at maturity, so the gap boosts the effective yield above the stated interest rate and affects how income is recognized for returns and taxes. For investors, OID changes expected return, cash flow timing, and reported interest income.
piggy-back registration rights regulatory
"public information covenants, piggy-back registration rights, a requirement to purchase"
A piggy-back registration right is a shareholder’s ability to include their shares in a company’s planned public offering so they can sell alongside the company. Think of it as hitching a ride on a bus the company already hired: it gives holders easier access to buyers and greater liquidity without the company having to arrange a separate sale. For investors this matters because it can make shares easier to sell but may increase the number of shares offered at once, which can affect the market price.
Registration Statement Failure regulatory
"each, a Registration Statement Failure"
event of default financial
"The Note contains events of default including, without limitation, payment defaults"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Rule 144 regulatory
"unavailability of Rule 144, delisting, trading suspension or failure to be listed"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What financing transaction did Republic Power Group (RPGL) complete with Dune Equity Holdings?
Republic Power Group issued a $285,000 convertible promissory note to Dune Equity Holdings, bearing 12% annual interest and maturing in 12 months, and granted 53,000 Class A ordinary shares as commitment shares as additional consideration.
What are the key conversion terms of RPGL’s new convertible note?
The note 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, giving Dune variable pricing based on recent Nasdaq Capital Market trading levels.
Under what conditions will the second $285,000 tranche be funded for Republic Power Group (RPGL)?
The second $285,000 tranche requires no events of default or covenant breaches, continued Nasdaq Capital Market listing and compliance, no uncured Nasdaq deficiency notices, and an effective SEC resale registration covering all conversion and commitment shares within 75 days.
What registration obligations does Republic Power Group (RPGL) have in this deal?
Republic Power Group must file an SEC registration statement for the resale of all Conversion Shares and Commitment Shares within 30 calendar days of July 20, 2026 and cause it to become effective within 75 calendar days.
What happens if Republic Power Group (RPGL) defaults under the convertible note?
On an event of default, including specified registration failures, the note becomes immediately due at 150% of outstanding principal plus accrued interest and collection costs, and the holder may convert the default amount into Class A ordinary shares under the note’s conversion terms.
What additional covenants apply to Republic Power Group (RPGL) in this transaction?
Covenants include transfer agent instructions, public information and piggy-back registration covenants, restrictions on certain stock distributions and asset sales, registration-related default provisions, and a requirement to obtain directors’ and officers’ insurance within 60 calendar days after closing.