Republic Power agrees to $300K Class B share sale

After the issuance, True Sage is expected to beneficially own 26,874 Class B shares, representing approximately 72.02% of RPGL’s aggregate voting power.

Available on EDGAR 11/04/2026 - 05:29 PM EST Accepted by SEC EDGAR 11/04/2026 - 05:28 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Republic Power Group Ltd. (RPGL) agreed to issue and sell 25,000 Class B ordinary shares to existing shareholder True Sage International Limited at $12.00 per share, for gross proceeds of $300,000. The price is described as a premium to the pre-agreement trading range of RPGL’s Class A ordinary shares. The transaction is expected to close on or around November 5, 2026.

True Sage is 100% owned by board chairman Hao Feng Ng. Immediately following issuance, True Sage is expected to beneficially own 26,874 Class B ordinary shares, representing approximately 72.02% of RPGL’s aggregate voting power. The audit committee and board approved and ratified the agreement and expected transaction on October 30, 2026.

Filing Explained

If completed, the agreed issue of 25,000 Class B shares would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes; closing is expected around November 5, 2026.

Key Figures

Class B ordinary shares to be issued: 25,000 shares Purchase price: $12.00 per share Gross proceeds: $300,000 +2 more

5 metrics

Class B ordinary shares to be issued 25,000 shares Under the securities purchase agreement

Purchase price $12.00 per share Price for the Class B ordinary shares

Gross proceeds $300,000 From the share sale

Beneficial ownership after issuance 26,874 Class B ordinary shares True Sage’s expected holding immediately following issuance

Aggregate voting power Approximately 72.02% True Sage’s expected share immediately following issuance

Key Terms

Regulation S, par value, beneficially own, aggregate voting power

4 terms

Regulation S regulatory

"Regulation S under the Securities Act of 1933, as amended."

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.

par value financial

"par value US$8.0 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

beneficially own regulatory

"will beneficially own 26,874 Class B Ordinary Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

aggregate voting power financial

"72.02% of the aggregate voting power"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RPGL Class B shares is True Sage buying, and at what price?

True Sage agreed to buy 25,000 Class B ordinary shares at $12.00 per share, for gross proceeds of $300,000.

What voting power will True Sage have after the RPGL share issuance?

Immediately following issuance, True Sage is expected to beneficially own 26,874 Class B ordinary shares, representing approximately 72.02% of aggregate voting power.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 November 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 October 29, 2026, Republic Power Group Limited (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with True Sage International Limited (the “Affiliate”), a British Virgin Islands company and an existing shareholder of the Company, which is 100% owned by Hao Feng Ng, chairman of the Company’s board of directors (the “Board”). 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 25,000 Class B ordinary shares of the Company, par value US$8.0 per share (“Class B Ordinary Shares”), for a purchase price of US$12.00 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 $300,000.

The transaction contemplated by the Securities Purchase Agreement is expected to close on or around November 5, 2026. Regulation S under the Securities Act of 1933, as amended. The entry into the Securities Purchase Agreement and the expected consummation of the transaction contemplated thereby have been approved and ratified by the audit committee of the Board on October 30, 2026 and by the Board on October 30, 2026.

Immediately following the issuance of the 25,000 Class B Ordinary Shares, the Affiliate will beneficially own 26,874 Class B Ordinary Shares, representing approximately 72.02% of the aggregate voting power of the Company’s outstanding Ordinary Shares.

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: November 4, 2026	By:	/s/ Ziyang Long
	Name:	Ziyang Long
	Title:	Chief Executive Officer

2

EXHIBIT INDEX

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated October 29, 2026, by and between Republic Power Group Limited and True Sage International Limited

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT, DATED OCTOBER 29, 2026, BY AND BETWEEN REPUBLIC P 276.6 KB