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 November 2026

 

Commission File Number: 001-42903

 

REPUBLIC POWER GROUP LIMITED

 

#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 ☐

 

 

 

 

 

 

Entry Into Material Definitive Agreements

 

On October 29, 2026, Republic Power Group Limited (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with True Sage International Limited (the “Affiliate”), a British Virgin Islands company and an existing shareholder of the Company, which is 100% owned by Hao Feng Ng, chairman of the Company’s board of directors (the “Board”). Pursuant to the Securities Purchase Agreement, the Affiliate agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Affiliate, an aggregate of 25,000 Class B ordinary shares of the Company, par value US$8.0 per share (“Class B Ordinary Shares”), for a purchase price of US$12.00 per share, which represents a premium to the trading range of the Company’s Class A ordinary shares on Nasdaq (“Class A Ordinary Shares”, together with Class B Ordinary Shares, the “Ordinary Shares”) prior to the date of the Securities Purchase Agreement. The gross proceeds from this offering are $300,000.

 

The transaction contemplated by the Securities Purchase Agreement is expected to close on or around November 5, 2026. Regulation S under the Securities Act of 1933, as amended. The entry into the Securities Purchase Agreement and the expected consummation of the transaction contemplated thereby have been approved and ratified by the audit committee of the Board on October 30, 2026 and by the Board on October 30, 2026.

 

Immediately following the issuance of the 25,000 Class B Ordinary Shares, the Affiliate will beneficially own 26,874 Class B Ordinary Shares, representing approximately 72.02% of the aggregate voting power of the Company’s outstanding Ordinary Shares.

 

The foregoing summary of the Securities Purchase Agreement is subject to, and qualified in its entirety by, such document. A copy of the Securities Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

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SIGNATURES

 

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, thereunto duly authorized.

 

  Republic Power Group Limited
     
Date: November 4, 2026 By: /s/ Ziyang Long
  Name:  Ziyang Long
  Title: Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Securities Purchase Agreement, dated October 29, 2026, by and between Republic Power Group Limited and True Sage International Limited

 

 

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

SECURITIES PURCHASE AGREEMENT, DATED OCTOBER 29, 2026, BY AND BETWEEN REPUBLIC POWER GROUP LIMITED AND TRUE SAGE INTERNATIONAL LIMITED