UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-42903
Republic Power Group Limited
(Translation of registrant’s name into English)
#04-09 Techplace II, 5008 Ang Mo Kio Ave 5
Singapore, 569874
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Closing of a Material Transaction
On August 3, 2026, Republic
Power Group Limited (the “Company”) entered into a certain securities purchase agreement (the “SPA”),
with certain investors for an offering (the “Offering”) of 15,000,000 Class A ordinary shares (the “Shares”)
of the Company, par value $0.5 each (the “Class A Ordinary Shares”), at an offering price of $1.00 per share.
On July 23, 2026, the Company
entered into an escrow account agreement (“Escrow Agreement”), with Justin Chow & de Bedin Solicitors, acting solely
in its capacity as escrow agent (the “Escrow Agent”). All subscription funds were wired directly by investors into
the Escrow Account, which was released upon receipt of written instruction signed by an authorized officer of the Company and confirmation
by the Escrow Agent that the applicable closing conditions described in the SPA have been satisfied or waived.
The Offering was closed on
August 4, 2026, upon satisfaction of all closing conditions as set forth in the SPA. The Shares are sold pursuant to a registration statement
on Form F-1 (File No. 333-297641, the “Registration Statement”), filed with the U.S. Securities and Exchange Commission
(the “Commission”) on July 23, 2026, which was declared effective by the Commission on July 27, 2026. A final prospectus
dated August 3, 2026 relating to this Offering was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933,
as amended.
The Company received net proceeds
of approximately US$14,562,000 from the Offering. The Company currently intends to use the net proceeds from the Offering for research
and development, business expansion and commercialization, recruitment of talented professionals, and general corporate purposes and possible
future acquisitions and growth opportunities, as disclosed in the Registration Statement.
Copies of the form of the
SPA and the Escrow Agreement, are attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference. The foregoing summary
of the terms of the SPA and the Escrow Agreement are subject to and qualified in their entirety by such documents.
Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
The Form of SPA |
| 10.2 |
|
The Escrow Agreement, dated July 23, 2026 |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Republic Power Group Limited |
| |
|
|
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By: |
/s/ Ziyang Long |
| |
|
Ziyang Long |
| |
|
Chief Executive Officer |
Date: August 5, 2026
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