Chairman-backed entity boosts stake in Republic Power Group (RPGL)

Rhea-AI Filing Summary

Republic Power Group Limited entered into a securities purchase agreement with True Sage International Limited, an entity wholly owned by its chairman, Hao Feng Ng. The affiliate purchased 688,073 Class B ordinary shares at US$1.00 per share, providing gross proceeds of US$688,073.

The shares were issued under Regulation S, and the deal was approved by the audit committee and ratified by the board. After closing, the affiliate beneficially owns 505,664 Class A ordinary shares and 693,073 Class B ordinary shares, representing about 33.33% of the aggregate voting power as of April 10, 2026.

Key Figures

Shares issued: 688,073 shares Issue price: US$1.00 per share Gross proceeds: US$688,073 +3 more

6 metrics

Shares issued 688,073 shares Class B ordinary shares sold to chairman affiliate

Issue price US$1.00 per share Purchase price for Class B ordinary shares

Gross proceeds US$688,073 Cash raised from the share issuance

Class A shares held 505,664 shares Class A ordinary shares beneficially owned by affiliate after closing

Class B shares held 693,073 shares Class B ordinary shares beneficially owned by affiliate after closing

Voting power 33.33% Aggregate voting power of affiliate as of April 10, 2026

Key Terms

securities purchase agreement, Regulation S, Class B ordinary shares, aggregate voting power, +1 more

5 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “Securities Purchase Agreement”) with True Sage International Limited"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Regulation S regulatory

"The 688,073 Class B Ordinary Shares were issued in accordance with Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Class B ordinary shares financial

"an aggregate of 688,073 Class B ordinary shares of the Company, par value US$0.0125 per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

aggregate voting power financial

"representing approximately 33.33% of the aggregate voting power of the Company’s outstanding Ordinary Shares"

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 2026

Commission File Number: 001-42903

REPUBLIC POWER GROUP LIMITED

#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 ☐

Entry Into Material Definitive Agreements

On April 7, 2026, Republic Power Group Limited (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with True Sage International Limited., a British Virgin Islands company and an existing shareholder of the Company, which is wholly owned by the Company’s Chairman of the board of directors, Hao Feng Ng (“Affiliate”). Pursuant to the Securities Purchase Agreement, the Affiliate agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Affiliate, an aggregate of 688,073 Class B ordinary shares of the Company, par value US$0.0125 per share (“Class B Ordinary Shares”), for a purchase price of US$1.00 per share, which represents a premium to the trading range of the Company’s Class A ordinary shares on Nasdaq (“Class A Ordinary Shares”, together with Class B Ordinary Shares, the “Ordinary Shares”) prior to the date of the Securities Purchase Agreement. The gross proceeds from this offering are $688,073.

The transaction contemplated by the Securities Purchase Agreement was closed on April 10, 2026. The 688,073 Class B Ordinary Shares were issued in accordance with Regulation S under the Securities Act of 1933, as amended. The entry into the Securities Purchase Agreement and the consummation of the transaction contemplated thereby have been approved by the Company’s audit committee of the board of directors on April 7, 2026 and ratified by the board of directors on April 9, 2026.

Immediately following the closing of the transaction contemplated by the Securities Purchase Agreement, the Affiliate beneficially owns 505,664 Class A Ordinary Shares and 693,073 Class B Ordinary Shares, representing approximately 33.33% of the aggregate voting power of the Company’s outstanding Ordinary Shares as of April 10, 2026.

The foregoing summary of the Securities Purchase Agreement is subject to, and qualified in its entirety by, such document. A copy of the Securities Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

1

SIGNATURES

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, thereunto duly authorized.

	Republic Power Group Limited
Date: April 14, 2026	By:	/s/ Ziyang Long
	Name:	Ziyang Long
	Title:	Chief Executive Officer

2

EXHIBIT INDEX

Exhibit No.		Description
10.1		Securities Purchase Agreement dated April 7, 2026 by and between Republic Power Group Limited and True Sage International Limited

3

FAQ

What transaction did Republic Power Group (RPGL) disclose in this 6-K?

Republic Power Group disclosed a securities purchase agreement with True Sage International Limited. The affiliate bought 688,073 Class B ordinary shares at US$1.00 per share, providing gross proceeds of US$688,073 and increasing insider ownership influence through additional voting power.

Who is True Sage International Limited in relation to Republic Power Group (RPGL)?

True Sage International Limited is an existing shareholder of Republic Power Group and is wholly owned by the company’s chairman, Hao Feng Ng. This makes the transaction an insider-related deal, reviewed and approved by the audit committee and later ratified by the full board.

How many shares and at what price were issued by Republic Power Group (RPGL)?

Republic Power Group issued 688,073 Class B ordinary shares at a purchase price of US$1.00 per share. The company noted this price was at a premium to the recent Nasdaq trading range of its Class A ordinary shares before the agreement date.

What were the proceeds to Republic Power Group (RPGL) from this share sale?

The company received gross proceeds of US$688,073 from selling 688,073 Class B ordinary shares at US$1.00 each. These funds came from True Sage International Limited, the chairman-controlled affiliate that subscribed for and purchased the newly issued shares under the agreement.

How did this transaction affect the chairman affiliate’s voting power in RPGL?

Following the closing, the chairman-controlled affiliate beneficially owns 505,664 Class A ordinary shares and 693,073 Class B ordinary shares. Combined, these holdings represent approximately 33.33% of the aggregate voting power of Republic Power Group’s outstanding ordinary shares as of April 10, 2026.

Under which securities law exemption were the new RPGL shares issued?

The 688,073 Class B ordinary shares were issued in accordance with Regulation S under the U.S. Securities Act of 1933. Regulation S allows offerings made outside the United States to non-U.S. persons, subject to specific conditions and compliance requirements outlined in the regulation.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT DATED APRIL 7, 2026 BY AND BETWEEN REPUBLIC POWER 233.8 KB