RPGL · Republic Power Group Limited Class A Ordinary Shares

Republic Power Group Limited, organized under British Virgin Islands law, executed a Securities Purchase Agreement on April 2, 2026, enabling the registered sale of up to 40 million Class A Ordinary Shares at a fixed price of $0.25 each, targeting $10 million in gross proceeds from identified Purchasers. This direct placement leverages the company's effective Form F-1 registration statement (File No. 333-294423), ensuring compliance with U.S. securities laws for foreign private issuers. Purchasers commit severally, with subscription amounts specified on signature pages, but include a 9.99% beneficial ownership cap to avoid triggering certain regulatory thresholds, adjustable by notice. Proceeds flow through an escrow mechanism established March 17, 2026, with Hong Kong-based Justin Chow & de Bedin Solicitors as agent, segregating funds in a non-interest-bearing account until closing conditions under Section 2.3 are met or waived. Closing occurs remotely via electronic documentation exchange, with shares issued via DWAC by Transhare Corporation. This structure minimizes execution risk while providing investors prompt delivery upon condition satisfaction. The escrow safeguards investor funds against non-closure, returnable without deduction beyond wire fees if conditions fail. For shareholders, the offering dilutes existing ownership but bolsters liquidity with $10 million capital influx, potentially supporting operations given the company's Singapore executive address and PRC references. No use of proceeds specified, emphasizing the filing's focus on transactional mechanics over strategic deployment.