Republic Power Group (NASDAQ: RPGL) commits US$8M to digital asset software and 10% NVC stake

Rhea-AI Filing Summary

Republic Power Group Limited entered into two agreements to expand into digital asset trading technology. The company agreed to buy 10% of NVC Partners Limited, a software developer focused on digital asset trading, from NVTH Limited.

It will also receive one year of access, support, training, and maintenance for proprietary systems, including a real-world asset tokenization platform and related secondary trading infrastructure, plus ongoing usage rights to key technology components. Total cash consideration is US$8,000,000, with US$5,200,000 for the equity purchase and US$2,800,000 for the technology services, paid in installments between April 10 and June 15, 2026.

Insights

Technology M&A and capital allocation analyst

RPGL invests US$8M in digital asset trading tech and minority stake.

Republic Power Group Limited is committing US$8,000,000 in cash for a US$5,200,000 acquisition of 10% of NVC Partners Limited and a US$2,800,000 technology services package. The target develops software for digital asset trading.

The technology services agreement provides one year of platform access, support, and maintenance plus ongoing usage rights to certain core components, which anchors RPGL’s exposure to a real-world asset tokenization platform and secondary trading infrastructure. Cash outflows are scheduled between April 10, 2026 and June 15, 2026.

This looks like a strategic, technology-driven move rather than a full-scale acquisition, given the 10% equity interest and time-limited service period. The impact depends on how effectively RPGL integrates and commercializes the tokenization and trading capabilities, which subsequent disclosures may clarify. Overall, the information is directional but not thesis-changing on its own.

Key Figures

Total consideration: US$8,000,000 Equity purchase price: US$5,200,000 Technology services fee: US$2,800,000 +5 more

8 metrics

Total consideration US$8,000,000 Cash consideration for 10% NVC stake and technology services

Equity purchase price US$5,200,000 Price for 10% of NVC Partners Limited

Technology services fee US$2,800,000 Fee under Technology Services Agreement

Equity interest acquired 10% stake Issued share capital of NVC Partners Limited

First installment US$3,200,000 Due by April 10, 2026

Second installment US$2,400,000 Due by May 15, 2026

Third installment US$2,400,000 Due by June 15, 2026

Service term One year Technology support, training, and maintenance period

Key Terms

Technology Services Agreement, real-world asset tokenization platform, secondary trading infrastructure, representations and warranties, +1 more

5 terms

Technology Services Agreement financial

"a master software source code transfer agreement (the “Technology Services Agreement”)"

real-world asset tokenization platform technical

"including a real-world asset tokenization platform and a related secondary trading infrastructure"

secondary trading infrastructure technical

"a real-world asset tokenization platform and a related secondary trading infrastructure"

representations and warranties regulatory

"contain customary representations and warranties from both parties and customary closing conditions"

issued share capital financial

"acquire from the Seller 10% of the issued share capital of NVC Partners Limited"

Issued share capital is the total value or number of a company's shares that have been created and given to investors, employees or others; think of it as the slices of a cake that have already been cut and distributed. It matters to investors because it determines ownership percentages, potential voting power and how future share sales can dilute existing holdings, affecting share value and control.

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 Share Purchase Agreement and Technology Service Agreement

On April 8, 2026, Republic Power Group Limited (“RPGL”, the “Company”, “we”, “us” or “our”), a British Virgin Islands company listed on Nasdaq, entered into a sale and purchase agreement (the “Purchase Agreement”) with NVTH Limited (the “Seller”) and a master software source code transfer agreement (the “Technology Services Agreement”) with the Seller and its affiliate, NVTHK Limited (collectively, the “Vendors”).

Pursuant to the Purchase Agreement, the Company has agreed to acquire from the Seller 10% of the issued share capital of NVC Partners Limited (the “Target”), a British Virgin Islands business company and a wholly owned subsidiary of the Seller, that, together with its subsidiaries, principally engages in the business of software development in relation to digital assets trading. Pursuant to the Technology Services Agreement, the Vendors will grant the Company certain rights and access to proprietary software systems, including a real-world asset tokenization platform and a related secondary trading infrastructure, together with associated technical support, training, and maintenance services for a period of one year. The Company will also receive ongoing usage rights to certain underlying technology components necessary for the operation and further development of the platform.

The Company agreed to pay the Seller US$5,200,000 under the Purchase Agreement, and US$2,800,000 to the Vendors under the Technology Service Agreement, respectively, as consideration. The total consideration is payable in cash in installments, as follows: (1) US$3,200,000 by April 10, 2026; (2) US$2,400,000 by May 15, 2026; and (3) US$2,400,000 by June 15, 2026.

The transfer of 10% equity interest of the Target from the Seller to the Company is completed on April 22, 2026. The Purchase Agreement and Technology Services Agreement contain customary representations and warranties from both parties and customary closing conditions.

The foregoing summary of the Purchase Agreement and the Technology Services Agreement is subject to, and qualified in its entirety by, such documents. Copies of the Purchase Agreement and the Technology Services Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

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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 27, 2026	By:	/s/ Ziyang Long
	Name:	Ziyang Long
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Purchase Agreement dated April 8, 2026 by and between Republic Power Group Limited and NVT Limited
10.2		Master Software Source Code Transfer Agreement dated April 8, 2026 by and between Republic Power Group Limited and NVTH Limited and NVTHK Limited

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FAQ

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

Republic Power Group Limited agreed to buy 10% of NVC Partners Limited and purchase technology services. It will pay US$5,200,000 for the equity stake and US$2,800,000 for software access, support, and maintenance related to digital asset trading and tokenization platforms.

How much is RPGL paying in total for the NVC stake and technology agreements?

RPGL is paying a total cash consideration of US$8,000,000. This includes US$5,200,000 for 10% of NVC Partners Limited and US$2,800,000 for a one-year technology services package plus ongoing usage rights to certain underlying technology components.

What payment schedule did RPGL agree to for the US$8,000,000 consideration?

The total US$8,000,000 will be paid in three cash installments: US$3,200,000 by April 10, 2026, US$2,400,000 by May 15, 2026, and US$2,400,000 by June 15, 2026. These payments cover both the equity purchase and the technology services agreement.

When did RPGL complete the transfer of the 10% equity interest in NVC Partners?

The transfer of the 10% equity interest in NVC Partners Limited from NVTH Limited to Republic Power Group Limited was completed on April 22, 2026. This follows the execution of the purchase agreement dated April 8, 2026 between the two parties.

What technology is RPGL accessing through the Technology Services Agreement?

Through the Technology Services Agreement, RPGL gains rights to proprietary software systems including a real-world asset tokenization platform and related secondary trading infrastructure, plus associated support, training, and maintenance for one year, along with ongoing usage rights to certain key underlying technology components.

Who are the counterparties to RPGL in the purchase and technology agreements?

The equity purchase agreement is between Republic Power Group Limited and NVTH Limited, the seller and parent of NVC Partners Limited. The technology services agreement is among RPGL, NVTH Limited, and its affiliate NVTHK Limited, collectively referred to as the Vendors in the disclosure.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 PURCHASE AGREEMENT DATED APRIL 8, 2026 BY AND BETWEEN REPUBLIC POWER GROUP LIMIT 202.5 KB
• EX-10.2 MASTER SOFTWARE SOURCE CODE TRANSFER AGREEMENT DATED APRIL 8, 2026 BY AND BETWEE 109.0 KB