Republic Power Group (RPGL) sells 40M new shares at $0.25

Rhea-AI Filing Summary

Republic Power Group Limited entered into a securities purchase agreement with investors to sell 40,000,000 Class A ordinary shares at $0.25 per share. The shares are issued under an effective Form F-1 registration statement and a final prospectus dated April 2, 2026.

The company received net proceeds of approximately US$9,817,500 from this offering. It currently plans to use the cash for research and development, marketing and branding investments, other capital expenditures, recruiting skilled professionals, and potential future acquisitions and growth opportunities, consistent with the filed prospectus.

Insights

Capital markets analyst

Republic Power Group raises $9.8M through registered share sale.

Republic Power Group Limited completed a primary equity offering of 40,000,000 Class A ordinary shares at $0.25 per share, generating net proceeds of about US$9,817,500. The transaction was executed via a securities purchase agreement using an escrow structure to manage closing conditions.

The shares were sold under an effective Form F-1 registration with a final prospectus dated April 2, 2026, providing transparency on terms and intended uses. The company states it will allocate proceeds to R&D, marketing and branding, capital expenditures, recruitment, and potential acquisitions, which collectively support expansion initiatives.

From an investor perspective, this is a straightforward capital raise that strengthens the company’s cash position but also increases its share count. The overall impact on valuation and existing holders depends on how efficiently the US$9,817,500 is deployed into growth and returns, which will be visible in future financial reports.

Key Figures

Shares offered: 40,000,000 shares Offering price: $0.25 per share Net proceeds: US$9,817,500 +2 more

5 metrics

Shares offered 40,000,000 shares Class A ordinary shares sold in the offering

Offering price $0.25 per share Price for each Class A ordinary share

Net proceeds US$9,817,500 Net cash received by the company from the offering

Registration statement Form F-1 File No. 333-294423 Declared effective by SEC on March 31, 2026

Final prospectus date April 2, 2026 Prospectus filed under Rule 424(b) for the offering

Key Terms

securities purchase agreement, Escrow Agreement, Form F-1, Rule 424(b), +1 more

5 terms

securities purchase agreement financial

"entered into a certain securities purchase agreement (the “SPA”), with certain investors"

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.

Escrow Agreement financial

"the Company entered into an escrow account agreement (“Escrow Agreement”), with Justin Chow & de Bedin Solicitors"

Form F-1 regulatory

"sold pursuant to a registration statement on Form F-1, as amended"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

Rule 424(b) regulatory

"final prospectus dated April 2, 2026 relating to this Offering was filed with the Commission pursuant to Rule 424(b)"

Rule 424(b) is a U.S. Securities and Exchange Commission requirement that companies file the exact prospectus or prospectus supplement they use to sell securities after a registration statement becomes effective. Think of it as the official posting of the final sales brochure so investors can see the precise terms, risks and use of proceeds; it matters because it ensures transparency, helps investors compare offerings and confirms the issuer complied with disclosure rules.

net proceeds financial

"The Company received net proceeds of approximately US$9,817,500 from the Offering."

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

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

(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 ☐

On April 2, 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 40,000,000 Class A ordinary shares (the “Shares”) of the Company, par value $0.0125 each (the “Class A Ordinary Shares”), at an offering price of $0.25 per share.

On March 17, 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 is expected to close on or about April 8, 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, as amended (File No. 333-294423, the “Registration Statement”), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 18, 2026, which was declared effective by the Commission on March 31, 2026. A final prospectus dated April 2, 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$9,817,500 from the Offering. The Company currently intends to use the net proceeds from the Offering for research and development, investment in marketing and branding and other capital expenditures, 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

1

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
	By:	/s/ Ziyang Long
		Ziyang Long
		Chief Executive Officer

Date: April 8, 2026

2

FAQ

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

Republic Power Group Limited completed a registered equity offering of 40,000,000 Class A ordinary shares at $0.25 per share. The transaction used a securities purchase agreement and escrow arrangement, and generated about US$9,817,500 in net proceeds for the company’s business initiatives.

How much capital did RPGL raise in the April 2026 share offering?

The company raised approximately US$9,817,500 in net proceeds from selling 40,000,000 Class A ordinary shares at $0.25 per share. These funds were received after completion of closing conditions and release of investor subscription funds from the escrow account to the company.

At what price were Republic Power Group (RPGL) shares sold in the offering?

Republic Power Group sold its Class A ordinary shares at an offering price of $0.25 per share. A total of 40,000,000 shares were issued under this pricing, producing about US$9,817,500 in net proceeds after transaction-related costs and expenses were accounted for.

Under which registration statement was RPGL’s share offering conducted?

The offering was conducted under a Form F-1 registration statement, File No. 333-294423, which the SEC declared effective on March 31, 2026. A final prospectus dated April 2, 2026, was then filed under Rule 424(b) to detail the offering terms.

How will Republic Power Group (RPGL) use the net proceeds from this offering?

The company plans to use the net proceeds for research and development, investment in marketing and branding, other capital expenditures, recruitment of talented professionals, and for general corporate purposes, including possible future acquisitions and growth opportunities disclosed in the registration statement.

What role did the escrow agreement play in RPGL’s April 2026 financing?

An escrow agreement with Justin Chow & de Bedin Solicitors governed investor funds. Subscription amounts were wired into an escrow account and released only after an authorized company officer instructed release and the escrow agent confirmed all securities purchase agreement closing conditions were satisfied or waived.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 THE FORM OF SPA 198.0 KB
• EX-10.2 THE ESCROW AGREEMENT 23.9 KB