RPGL · Republic Power Group Limited Class A Ordinary Shares

Summary

Republic Power Group Limited is a British Virgin Islands holding company that provides customized enterprise resource planning (ERP) software solutions, consulting, technical support, and peripheral hardware through its Singapore subsidiary, Republic Power Pte. Ltd. The company primarily serves clients in Southeast Asia, including airports, cruise terminals, and technology companies, with a focus on software development services. For the fiscal year ended June 30, 2025, the company reported revenue of SGD 3,010,817 (USD 2,367,181), a significant increase from SGD 685,820 in the prior year, and net income of SGD 360,541 (USD 283,467). The company is conducting a best-efforts public offering of up to 40,000,000 Class A Ordinary Shares at a fixed price of $0.25 per share, with no minimum offering amount required. The net proceeds, estimated at approximately US$9,867,500, are intended for research and development (including SaaS ERP and AI platform development and a blockchain collaboration with NVT), marketing, recruitment, and general corporate purposes. The offering is being made to raise capital for business expansion, product development, and to support the company's transition to a public entity listed on the Nasdaq Capital Market under the ticker 'RPGL'.

Key takeaways

• The company is offering up to 40,000,000 Class A Ordinary Shares at a fixed price of $0.25 per share in a best-efforts offering with no minimum purchase requirement.
• For the fiscal year ended June 30, 2025, the company reported revenue of SGD 3,010,817 (USD 2,367,181), a 339.0% increase from the prior year, and net income of SGD 360,541 (USD 283,467).
• The company intends to use the estimated net proceeds of approximately US$9,867,500 primarily for research and development (50%), marketing and branding (25%), recruitment (15%), and general corporate purposes (10%).
• The company has a dual-class share structure where Class A Ordinary Shares have 1 vote per share and Class B Ordinary Shares have 30 votes per share; Chairman Hao Feng Ng, through True Sage International Limited, beneficially owns 505,664 Class A and 5,000 Class B shares, representing 20.17% of total voting power.
• The company is an 'emerging growth company' under the JOBS Act and a 'foreign private issuer,' which subjects it to reduced public company reporting requirements compared to U.S. domestic issuers.
• Key risks include dependence on major clients (four clients accounted for 73.7% of FY2025 revenue), reliance on key vendors, a going concern qualification from its auditor as of June 30, 2024, and material weaknesses in internal control over financial reporting.
• The company is developing standardized SaaS ERP products, with a pilot launch underway and an expected official launch in the third fiscal quarter of 2026, and has entered a non-binding MOU with NVT for blockchain collaboration.