424B4 1 ea0303554-424b4_republic.htm PROSPECTUS

PROSPECTUS DATED AUGUST 26, 2026	Filed pursuant to Rule 424(b)(4)
	Registration No. 333-298450

Up to 4,568,000 Class A Ordinary Shares

Republic Power Group Limited

This prospectus relates to the resale, from time to time, by Dune Equity Holdings LLC (“Dune” or the “Selling Shareholder”) of the following securities:

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Up to 4,468,000 class A ordinary shares, par value $0.5 per share (the “Class A Ordinary Shares”), of Republic Power Group Limited (the “Company”, “RPGL”, “we”, “us” or “our”), that are reserved contractually and issuable upon conversion by the Selling Shareholder, from time to time, pursuant to the first tranche (the “First Tranche”) of the convertible note (the “Note”) issued to the Selling Shareholder on July 24, 2026 and the second tranche (the “Second Tranche”) of the Note to be issued to the Selling Shareholder;

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Up to 100,000 Class A Ordinary Shares, consisting of 53,000 Class A Ordinary Shares issued to the Selling Shareholder as the closing commitment shares (the “Closing Commitment Shares”) and 47,000 Class A Ordinary Shares issuable to the Selling Shareholder as the make-whole commitment shares (“Make-Whole Commitment Shares”, collectively with the Closing Commitment Shares, the “Commitment Shares”), pursuant to the securities purchase agreement by and between the Company and the Selling Shareholder dated July 20, 2026 (the “SPA”);

We are registering the shares on behalf of the Selling Shareholder, to be offered and sold by it from time to time. We are not selling any securities under this prospectus, and will not receive any proceeds from the sale of Class A Ordinary Shares by the Selling Shareholder pursuant to this prospectus.

On July 24, 2026, we closed the transactions contemplated by the SPA with the Selling Shareholder, and the Company issued and delivered to the Selling Shareholder the First Tranche in the principal amount of $285,000, inclusive of $25,000 original issuance discount. The purchase price of the First Tranche was $260,000. We also agreed to issue the Commitment Shares, as additional consideration to the Selling Shareholder in connection with the issuance of the First Tranche. The Note bears an interest charge of $68,400 ($34,200 for each tranche of the Note) and will mature in 12 months following the issuance. The Note is convertible into shares of the Company’s Class A Ordinary Shares (the “Conversion Shares”), at a conversion price equal to 80% of the average of the three (3) lowest traded prices of the Class A Ordinary Shares on the Nasdaq Capital Market during the ten (10) trading days immediately preceding the respective conversion date.

The Second Tranche will be funded by the Selling Shareholder in the aggregate principal amount of $285,000, provided that within 75 calendar days after the SPA, (i) an event of default has not occurred under the Note, (ii) no event has occurred that, with the passage of time, would be an event of default under the Note, (iii) the Company has not breached any covenant, agreement, or other term or condition contained in the transaction documents, (iv) the Class A Ordinary Shares are listed for trading on the Nasdaq Capital Market, (v) the Company is in compliance with all of the listing standards of Nasdaq Capital Market, (vi) the Company has not received any delisting or deficiency notice from Nasdaq that remains uncured (for the avoidance of doubt, any cure period or grace period granted by Nasdaq shall be irrelevant for purposes of satisfying this condition since the deficiency must be fully cured), and (vii) a registration statement of the Company covering the resale of all of the Conversion Shares and Commitment Shares has been declared effective by the SEC.

We will pay the expenses of registering the Class A Ordinary Shares offered by this prospectus, but all selling and other expenses incurred by the Selling Shareholder will be paid by the Selling Shareholder. The Selling Shareholder may sell our Class A Ordinary Shares offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Shareholder may sell shares will be determined by the prevailing market price for our Class A Ordinary Shares or in negotiated transactions.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.” beginning on page 7 and “Risk Factors — Risks Related to Our Ordinary Shares and this Offering — We are an “emerging growth company” under the JOBS Act. As a result, we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.” beginning on page 23 for more information.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 11 to read about factors you should consider before buying our Class A Ordinary Shares.

We have a dual class share structure with different voting rights consisting of Class A Ordinary Shares and Class B Ordinary Shares (as defined below). As of the date of this prospectus, the Company is authorized to issue two classes of shares, including (i) an unlimited number of class A ordinary shares of $0.5 par value each, and (ii) 62,500 class B ordinary shares of $0.5 par value each (each, a “Class B Ordinary Share,” and collectively, “Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights, except for dividend, voting, and conversion rights. Each Class A Ordinary Share is entitled to one (1) vote, and each Class B Ordinary Share is entitled to thirty (30) votes. Class A Ordinary Shares will not be convertible into Class B Ordinary Shares under any circumstances. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at the option of the holder on a one-to-one basis. As of the date of this prospectus, True Sage International Limited (“True Sage”), a wholly owned company of our chairman of the board of directors (“Chairman”), Mr. Hao Feng Ng (“Mr. Ng”), beneficially owns 29,969 Class B Ordinary Shares, representing a total voting power of 5.3%. See “Prospectus Summary — Corporate Structure” on page 5 and section titled “Description of Shares” beginning on page 79 for details.

We are a “foreign private issuer” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please see “Prospectus Summary — Implications of Being a Foreign Private Issuer” beginning on page 7 for more information.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
THE OFFERING		9
RISK FACTORS		11
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		27
ENFORCEABILITY OF CIVIL LIABILITY		28
USE OF PROCEEDS		29
DIVIDEND POLICY		30
CORPORATE HISTORY AND STRUCTURE		31
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		33
INDUSTRY		54
BUSINESS		56
REGULATIONS		64
MANAGEMENT		68
PRINCIPAL SHAREHOLDERS		73
RELATED PARTY TRANSACTIONS		74
DESCRIPTION OF SHARES		79
TAXATION		88
PLAN OF DISTRIBUTION		77
EXPENSES RELATED TO THIS OFFERING		94
LEGAL MATTERS		94
EXPERTS		94
WHERE YOU CAN FIND MORE INFORMATION		95
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

About this Prospectus

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Other Pertinent Information

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

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“BVI Act” are to the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands as the same may be amended or supplemented from time to time;

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“Class A Ordinary Shares” are to the Class A ordinary shares of the Company, par value US$0.5 per share;

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“Class B Ordinary Shares” are to the Class B ordinary shares of the Company, par value US$0.5 per share;

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“RP” are to Republic Power Group Limited, a company limited by shares incorporated under the laws of the British Virgin Islands;

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“RP Singapore” are to Republic Power Pte. Ltd., a wholly owned subsidiary of Republic Power Group Limited and a private limited company incorporated under the laws of Singapore;

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“SGD” are to the legal currency of Singapore;

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“U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States; and

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“we,” “us,” or the “Company” are to one or more of RP and its subsidiary, RP Singapore, as the case may be.

Our consolidated financial statements are presented in SGD, which is RP Singapore’s functional currency. SGD is the currency of the primary economic environment in which we operate. This is also the currency that mainly influences the revenue from and cost of rendering products and services. The balances in the consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the year ended and as of June 30, 2023 were translated from SGD into USD solely for the convenience of the readers, at the rate of USD1.00=SGD1.3523, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2023. The balances in the consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the year ended and as of June 30, 2024 were translated from SGD into USD solely for the convenience of the readers, at the rate of USD1.00=SGD1.3552, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2024. The balances in the consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the year ended and as of June 30, 2025 were translated from SGD into USD solely for the convenience of the readers, at the rate of USD1.00=SGD1.2719, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2025. The balances in the consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the six months ended and as of December 31, 2025 were translated from SGD into USD solely for the convenience of the readers, at the rate of USD1.00=SGD 1.2859, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2025.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Class A Ordinary Shares, discussed under “Risk Factors,” before deciding whether to buy our Class A Ordinary Shares.

Overview

Our Company

We are a provider of customized enterprise resource planning (“ERP”) software solutions, consulting and technical support services, and peripheral hardware to large and small to medium corporate clients and government agencies based in Singapore and Malaysia. We historically focused on delivering customized ERP systems for airports, cruise terminals and technology companies. Starting in the fiscal year 2024, we have expanded our customer base to various other industries, including trading, logistics, and property management. Our customized software provides general ERP functions including accounting, procurement, and workflow automation capabilities, real-time monitoring, efficient resources allocation, as well as specialized ERP functions including planning surveillance and threat detection.

We offer customized ERP related software and relevant consulting and technical support services and product sales, catered to each client’s specific needs. One of our key strengths is our ability to fulfill complex requirements by using artificial intelligence (“AI”) for prediction and applying algorithm, modules, and plugins to select and analyze operational data captured. We are uniquely positioned in the customization software sector with our ability to further deploy sensors, controls and other hardware and integrate the hardware to provide an Internet of Things (“IoT”) connectivity with an autonomous or semiautonomous outcome. Because our core algorithm and modules are pluggable, we are able to quickly develop software for clients in different industries and complete the customization in a much shorter period.

In addition, we are developing standardized software-as-a-service (“SaaS”) ERP products based on the core technologies and domain expertise we have accumulated from serving our clients over the years. The SaaS ERP products will have subscription-based pricing and shorter sales cycles. The pilot phase for our SaaS ERP products remains in progress as we continue to conduct testing, refine product functionality and address technical issues identified during the pilot phase. We currently expect the commercial launch of the SaaS ERP products to occur during the fiscal year ending June 30, 2027, subject to the successful completion of testing and overall product readiness. We believe the addition of the SaaS ERP products will complement our current project-based customized ERP products and allow us to reach a broader customer base through a recurring revenue model.

On April 8, 2026, we entered into a sale and purchase agreement (the “Purchase Agreement”) with NVTH Limited (collectively with its subsidiaries, the “NVT Group”) to acquire 10% of the issued share capital of NVC Partners Limited, a British Virgin Islands business company and a wholly owned subsidiary of NVT Limited that, together with its subsidiaries, principally engages in the business of software development in relation to digital assets trading. On the same date, we also entered into a master software source code transfer agreement (the “Technology Services Agreement”) with NVTH Limited and its affiliate, NVTHK Limited (“NVTHK”). Pursuant to the Technology Services Agreement, NVTH Limited and NVTHK granted us certain rights and access to proprietary software systems, including a RWA tokenization platform and a related secondary trading infrastructure, together with associated technical support, training, and maintenance services for a period of one year. We also receive ongoing usage rights to certain underlying technology components necessary for the operation and further development of the platform. We paid NVT Limited $5,200,000 to in cash under the Purchase Agreement, and $2,800,000 in cash to NVT Limited and NVTHK under the Technology Service Agreement, respectively, as consideration. The transfer of 10% equity interest of the Target from the Seller to the Company is completed on April 22, 2026. Following these transactions, we intend to integrate the acquired technologies with our existing enterprise software and systems integration capabilities. Our objective is to develop and commercialize blockchain-enabled enterprise software and digital financial infrastructure that may support RWA tokenization and digital asset trading-related workflows. We expect our initial activities to include technology integration, product and platform development, enterprise system connectivity, localization, technical support and business development. The scope and timing of the commercialization of these solutions will depend on continued technical development, market acceptance, applicable licensing and regulatory requirements and the availability of other required service providers and counterparties. As of the date of this prospectus, these initiatives remain in the development and business expansion stage and have not generated revenue, and there can be no assurance that they will result in commercially viable products or services.

Our revenues for the six months ended December 31, 2025 and 2024 were SGD 2,166,935 (USD 1,685,151) and SGD 490,977. Our revenues for the year ended June 30, 2025, 2024, and 2023 were SGD 3,010,817 (USD 2,367,181), SGD 685,820, and SGD 5,022,071. In the fiscal year 2024, we experienced a significant decrease (86.34%) in revenue compared to the fiscal year 2023. This decline was primarily attributable to the completion of several large-scale custom software development projects in prior years, without a corresponding pipeline of new projects in 2024. This was partially due to the reduced involvement of our former majority shareholder and chairman, Mr. Sai Bin Loi, who helped us secure high-value contracts in the years ended June 30, 2023.

On December 12, 2024, we completed a shareholder restructuring as Mr. Sai Bin Loi stepped down due to his elder age and reduced ability to remain actively involved in our operations. During this transition period, our business development capabilities were materially reduced as management’s attention was diverted to managing the ownership transition and related restructuring activities and we were unable to secure software development contracts with comparable value, while some existing clients reduced their annual budgets. In addition, in early 2024, companies in Singapore exhibited reluctance to invest in customized software development for digitalization due to economic uncertainty, particularly among small and medium-sized enterprises (SMEs). This reluctance was influenced by factors like rising business costs, especially manpower and rental costs, and uncertainty in customer demand. While the overall economy improved by the end of 2024, we believe some businesses focused on fortifying themselves rather than pursuing immediate growth plans. However, in the year ended June 30, 2025, we acquired new clients which contributed to a significant increase in our revenue compared to the year ended June 30, 2024, representing an increase of 339.0%.

Our Competitive Strengths

The market for IT services is highly competitive and we expect competition to intensify as relates to our ERP products. In Singapore, our major competitors in the system integrator space include Singapore Technology Engineering Ltd. and NCS Pte. Ltd., which are both more established and larger than us.

However, we believe the following key strengths differentiate us from our competitors and will continue to contribute to our growth and success:

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Our scalable technology. Our core algorithms, modules and plugins, which select and analyze operational data captured, are highly scalable across industries with minimal production cost. We customize the software solutions which contain our core algorithms, modules and plugins in accordance with the specific needs of each client. This cost-saving approach will help us to achieve higher operating margins as we increase the number of our clients;

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Our deep domain knowledge and specialization in selected industry verticals. We have deep domain knowledge and expertise in industry verticals including airports and cruise terminals. We leverage our footprint and network of highly-talented IT professionals to provide comprehensive capabilities in software development services and consulting services. We believe that our robust emerging technology capabilities and solid track record of execution enable us to drive digital transformation for our clients; and

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Our comprehensive offering. We provide comprehensive service offerings including the development and operations (“DevOps”) IT solutions, sale of peripheral hardware, and consulting and technical support services as well as other services. As a result, we are able to generate revenue from a wide range of clientele.

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Our expanding capabilities in emerging technologies. In addition to our existing customized software development and technology integration services, we are developing AI-enabled computer vision and enterprise workflow applications, a subscription-based SaaS ERP platform, and blockchain-enabled enterprise software, digital financial infrastructure and real-world asset (“RWA”) tokenization solutions.

Our Growth Strategies

We have developed and intend to implement the following strategies to expand and grow our business:

	●	Expand our core enterprise technology business and geographic presence. We intend to continue expanding our customized software development, enterprise technology integration, consulting, technical support services and sales of software-related hardware. We aim to deepen relationships with our existing clients by providing additional implementation, maintenance, upgrade and support services while expanding our customer base across Singapore, Hong Kong and other markets in Southeast Asia. Over time, we also intend to pursue opportunities in the United States, Europe and the Middle East by leveraging strategic partnerships and our enterprise technology capabilities. In addition, we intend to leverage our experience across industries including airports, cruise terminals, logistics, trading, property management and technology to expand into additional industry verticals where we believe our expertise can address evolving customer needs.

	●	Develop and commercialize scalable enterprise software and digital financial infrastructure solutions. We intend to continue expanding our portfolio beyond customized project-based software development through reusable and subscription-based products, including our SaaS ERP platform, AI-enabled enterprise applications, computer vision solutions, cloud-based IoT applications and other enterprise software products. In addition, through our strategic collaboration with the NVT Group, we intend to integrate blockchain technologies with our enterprise software capabilities to develop digital financial infrastructure supporting RWA tokenization and digital asset trading-related workflows. These initiatives remain in development and business expansion, and there can be no assurance that they will be successfully commercialized or generate revenue.

	●	Pursue strategic partnerships, investments and acquisitions. We intend to continue building strategic relationships with technology partners, including the NVT Group, and selectively pursue investments, collaborations and acquisitions that complement our capabilities in enterprise software, artificial intelligence, blockchain technology and digital financial infrastructure. We believe these opportunities may accelerate product development, broaden our customer base, strengthen our technology capabilities and support our expansion into new geographic markets. Other than the transactions disclosed in this prospectus, no specific acquisition target has been identified as of the date of this prospectus.

	●	Attract, develop and retain talented professionals. Our future growth depends on our ability to recruit, develop and retain qualified professionals with expertise in software development, artificial intelligence, enterprise systems, blockchain technology, cybersecurity and project management. We intend to strengthen our talent pipeline through internal training, collaborations with universities and industry partners, internship programs and other talent development initiatives.

	●	Continue enhancing operational excellence. We intend to improve operational efficiency by leveraging reusable software modules, DevOps methodologies, automation, standardized project management processes and robust cybersecurity and quality assurance procedures. We will continue investing in our internal systems and operational processes and, where appropriate, pursue internationally recognized certifications, including ISO and BizSafe certifications, to further strengthen our governance and operational capabilities.

Summary of Risk Factors

Investing in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A Ordinary Shares. The main risks set forth below and others you should consider are discussed more fully in the section entitled “Risk Factors”, which you should read in its entirety.

Risks and uncertainties related to our business and industry include, but are not limited to, the following:

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We have a limited operating history, making it difficult for you to evaluate our business and future prospects. If we are unable to manage our business and any fluctuations in our results of operations effectively, our business and growth prospects could be materially and adversely affected (see page 11 of this prospectus).

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We are subject to risks associated with operating in the rapidly evolving Southeast Asia region, and we are therefore exposed to various risks inherent in operating and investing in the region (see page 11 of this prospectus).

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Our ability to continue to develop and expand our service offerings to address emerging business demands and technological trends, including our ability to sell differentiated services, may impact our future growth. If we are not successful in meeting these business challenges, our business, financial condition, and results of operations may be materially and adversely affected (see page 12 of this prospectus).

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Our business is dependent on certain major clients and changes or difficulties in our relationships with our major clients may harm our business and financial results. (see page 15 of this prospectus).

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Our business is dependent on our collaboration with our vendors and changes or difficulties in our relationships with our vendors may harm our business and financial results. (see page 15 of this prospectus).

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We are subject to privacy, data protection and information security laws in the jurisdictions in which we operate (see page 16 of this prospectus).

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We might be required to use open-source software in providing services to our clients. There are risks associated with the use of open-source software that may have an adverse effect on our results of operations and financial condition (see page 18 of this prospectus).

Risks and uncertainties related to doing business in Southeast Asia include, but are not limited to, the following:

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Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect us (see page 20 of this prospectus).

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It will be difficult to acquire jurisdiction and enforce liabilities against our officers, directors, and assets outside the United States (see page 20 of this prospectus).

Risks related to this offering and our Class A Ordinary Shares include, but are not limited to, the following:

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Our dual class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial (see page 21 of this prospectus).

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Our dual class share structure with different voting rights may adversely affect the value and liquidity of the Class A Ordinary Shares (see page 22 of this prospectus).

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We do not intend to pay dividends for the foreseeable future (see page 23 of this prospectus).

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The offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile (see page 22 of this prospectus).

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We are a “foreign private issuer” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects (see page 26 of this prospectus).

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We are an “emerging growth company” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Class A Ordinary Shares less attractive to investors (see page 23 of this prospectus).

Corporate Structure

We are a holding company incorporated in the British Virgin Islands on November 17, 2021 under the BVI Act. We conduct all our operations through RP Singapore, which was incorporated on January 1, 2015 under the laws of Republic of Singapore. On November 17, 2021, we acquired all the equity interest of RP Singapore via a certain share exchange agreement with Mr. Sai Bin Loi, who was the then owner of 100% of the equity interest of RP Singapore.

Increase of Authorized Shares, Forward Split and Reverse Split in 2022

On April 21, 2022, our shareholders and the board approved the Company’s amended and restated memorandum and articles of association to effectuate an increase of the authorized shares of our Company to unlimited shares and a forward split of the then issued and outstanding shares at a ratio of 1:1,600. The increase of authorized shares and the forward split became effective on April 21, 2022. On August 29, 2023, we implemented a 1.5625 for 1 reverse share split of our ordinary shares under the British Virgin Islands law. As a result of the reverse split, the total of 25,000,000 issued and outstanding ordinary shares prior to the reverse split were decreased back to a total of 16,000,000 issued and outstanding Class A Ordinary Shares of $0.000625 each. The reverse split maintained our existing shareholders’ percentage ownership interests in our Company.

Re-designation of Ordinary Shares in April 2025

On April 7, 2025, our authorized shares were amended to be an unlimited number of ordinary shares divided into two classes, consisting of (i) an unlimited number of class A ordinary shares, par value $0.000625 each, and (ii) 50,000,000 class B ordinary shares, par value $0.000625 each. Each Class A Ordinary Share entitles the holder to one (1) vote per Class A Ordinary Share on any matter on which action of the shareholders of the Company is sought while each Class B Ordinary Share entitles the holder to ten (10) votes per Class B Ordinary Share. Holders of Class B Ordinary Shares will vote together with holders of Class A Ordinary Shares as one class. Class A Ordinary Shares are not convertible into Class B Ordinary Shares. Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one for one basis. Holders of Class B Ordinary Shares are not entitled to receive dividends. On March 27, 2025, we issued 100,000 Class B Ordinary Shares to True Sage for cash at par.

Initial Public Offering in October 2025

On October 15, 2025, we completed our Offering of 1,250,000 Class A Ordinary Shares at a public offering price of US$4.00 per share and the Class A Ordinary Shares began trading on the Nasdaq under the trading symbol “RPGL” on October 14, 2025.

Variation of Rights of Holders of Class B Ordinary Shares in December 2025

On December 31, 2025, following the sole shareholder of the Class B Ordinary Shares consenting to the variation of their class rights, our shareholders approved an amended and restated memorandum and articles of association of the Company to (i) increase the voting power of the Company’s Class B Ordinary Shares from ten (10) votes per share to thirty (30) votes per share (the “Change of Voting Power”) and (ii) reduce the quorum for a shareholder meeting from not less than 50% to one-third of the votes of the issued and outstanding ordinary shares entitled to vote (the “Change in Quorum”).

The amended and restated memorandum and articles of association of the Company approved by the shareholders of the Company on December 31, 2025 became effective on January 21, 2026, upon the filing with the Registry of Corporate Affairs in the British Virgin Islands, along with, inter alia, the Change of Voting Power and the Change in Quorum.

Reverse Split in February 2026

On December 31, 2025, our shareholders and the board approved a reverse share split of our issued and unissued class A ordinary shares, par value $0.000625 per share and class B ordinary shares, par value $0.000625 per share, at a ratio of not less than 1:2 and not more than 1:100. On February 2, 2026, the Board approved to effect a reverse share split of our Class A Ordinary Shares and Class B Ordinary Shares at a ratio of 1-for-20. Upon the market opening on February 24, 2026, our Class A Ordinary Shares began trading on a post-reverse share split basis at Nasdaq. Immediately following the effectiveness of such reverse share split, our authorized shares consist of (i) an unlimited number of class A ordinary shares, par value $0.0125 each, and (ii) 2,500,000 class B ordinary shares, par value $0.0125 each.

Reverse Split in May 2026

On April 30, 2026, our shareholders and the board approved a reverse share split of our issued and unissued class A ordinary shares, par value $0.0125 per share and class B ordinary shares, par value $0.0125 per share, at a ratio of not less than 1:2 and not more than 1:100. On May 12, 2026, the Board approved to effect a reverse share split of our Class A Ordinary Shares and Class B Ordinary Shares at a ratio of 1-for-40 (the “Reverse Split”). Upon the market opening on May 28, 2026, our Class A Ordinary Shares began trading on a post-reverse share split basis at Nasdaq. Immediately following the effectiveness of such reverse share split, our authorized shares consist of (i) an unlimited number of class A ordinary shares, par value $0.50 each, and (ii) 62,500 class B ordinary shares, par value $0.50 each.

Amendments to the Memorandum and Articles of Association

Effective on May 13, 2026, the Company adopted a third amended and restated memorandum of association and articles of association (the “Amended M&A”), which replaced the Company’s then-existing memorandum and articles of association in their entirety. The Amended M&A is intended to, among other things, align the Company’s constitutional documents with market practice for companies listed on the Nasdaq Stock Market, reflect applicable corporate governance requirements, and incorporate certain administrative, clarifying and modernization updates.

The following diagram illustrates our corporate structure as of the date of this prospectus. All percentages reflect the voting ownership interests instead of the equity interest held by each of our Shareholders given that each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to thirty (30) votes. For more details on our corporate history, please refer to “Corporate History and Structure.”

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue for the last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 (as amended by the Fixing America’s Surface Transportation Act of 2015), or the JOBS Act. An “emerging growth company” may take advantage of reduced reporting and regulatory requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

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may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

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are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

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are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

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are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes);

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are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure; and

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are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

We intend to take advantage of all of these reduced reporting requirements, regulatory restrictions and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and regulatory exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, herein referred to as the Securities Act occurred, if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates as of the last business day of our most recently completed second fiscal quarter (rendering us a “large accelerated filer”), or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Implications of Being a Foreign Private Issuer

We are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we are subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports or proxy statements. We are not required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers are not required to report equity holdings under Section 16 of the Exchange Act and are not subject to the insider short-swing profit disclosure and recovery regime.