F-1 1 ea0302806-f1_republic.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on August 20, 2026

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Republic Power Group Limited
(Exact name of registrant as specified in its charter)

British Virgin Islands		7371		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

#04-09 Techplace II,

5008 Ang Mo Kio Ave 5

Singapore 569874

+65 6717 7722

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates

850 Library Ave, Suite 204

Newark, DE 19711

Tel: 302-738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Joan Wu, Esq.

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19^th Floor

New York, NY 10022

(212) 530-2208

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The Selling Shareholder may not sell the securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED AUGUST 20, 2026

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:

●

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;

●

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.