Republic Power Group Ltd-A美股招股说明书(2025-10-14版)

1,250,000ClassAOrdinary Shares Offered by Republic Power GroupLimited870,000ClassAOrdinary Shares Offered by the SellingShareholders Republic Power Group Limited Thisis an initial public offering of our Class A ordinary shares,par value$0.000625per share(“Class A Ordinary Shares”).We are offering 1,250,000 Class AOrdinaryShares,andthesellingshareholdersnamedherein(the“SellingShareholders”) are offering an aggregate of 870,000 ClassA Ordinary Shares, in eachcase, to be sold on a firm commitment basis in this offering. Prior to this offering,therehas been no public market for our Class A Ordinary Shares.The initial publicoffering price is $4.00 per ClassA Ordinary Share. Our Class A Ordinary Shares havebeen approved to be listed on the Nasdaq Capital Market (“Nasdaq”) under the tradingsymbol “RPGL”. Weare an“emerging growth company,”as that term is used in the Jumpstart OurBusinessStartups Act of 2012,and as such,have elected to comply with certainreduced public company reporting requirements for this prospectus and future filings.See“Prospectus Summary—Implicationsof Being an Emerging Growth Company.”beginningon page 6 and“Risk Factors—Risks Related to Our Ordinary Shares andthisOffering—We are an‘emerging growth company’under the JOBS Act.As aresult,we are subject to ongoing public reporting requirements that are lessrigorous than Exchange Act rules for companies that are not emerging growth companiesand our shareholders could receive less information than they might expect to receivefrom more mature public companies.” beginning on page23 for more information. Investingin our Class A Ordinary Shares involves a high degree of risk,includingthe risk of losing your entire investment.See“Risk Factors”beginningon page 12 to read about factors you should consider beforebuyingour Class A Ordinary Shares. Wehave a dual class share structure with different voting rights consisting ofClassAOrdinary Shares and ClassBOrdinary Shares(as defined below).As of thedateof this prospectus,our authorized share capital is$50,000 divided into twoclasses of shares, including (i)unlimited Class A Ordinary shares of $0.000625 parvalue each, and (ii)50,000,000 Class B ordinary shares of $0.000625 par value each(each, a “ClassB Ordinary Share,” and collectively, “Class B Ordinary Shares”).Holders of ClassA Ordinary Shares and Class B Ordinary Shares have the same rights,exceptfor dividend,voting,transfer,and conversion rights.Each Class A OrdinaryShareis entitled to one(1)vote,and each ClassBOrdinary Share is entitled toten(10)votes.ClassAOrdinary Shares will not be convertible into ClassBOrdinaryShares under any circumstances.The Class B Ordinary Shares are convertibleinto Class A Ordinary Shares at the option of the holder on a one-to-one basis. As ofthe date of this prospectus, True Sage International Limited (“True Sage”), a whollyowned company of our chairman of the board of directors (“Chairman”), Mr.Hao FengNg(“Mr.Ng”),is the sole shareholder of all issued and outstanding ClassBOrdinaryShares.See“Prospectus Summary—Increase of Authorized Shares,ForwardSplitand Reserve Split”on page 5 and section titled“Description of ShareCapital” beginning on page 80 for details. Uponthe completion of this offering,True Sage will control more than 50%of thetotalvoting power of our outstanding share capital,as further described under“Principal Shareholders” in this prospectus. Mr.Ng, through True Sage, could exertsubstantialinfluence over matters such as electing directors and approving materialmergers,acquisitions,strategiccollaborations,orotherbusinesscombinationtransactions. As a result, we are a “controlled company” as defined under the NasdaqCapitalMarket Marketplace Rule 5615(c).For so long as we remain a controlledcompanyas defined under those rules,we are exempt from,and our shareholdersgenerallyare not provided with the benefits of,some of the Nasdaq corporategovernancerequirements.Please read“Prospectus Summary— Implications of Being anControlledCompany”beginning on page 7 and“Risk Factors—Risks Related to OurOrdinaryShares and this Offering— As a‘controlled company,’ we are exempt fromcertain Nasdaq corporate governance requirements, which may result in our independentdirectorsnot having as much influence as they would if we were not a controlledcompany.We may also choose to exempt our company from certain corporate governancerequirementsthat could have an adverse effect on our public shareholders.”beginning on page 23 for more information. Table of Contents The Selling Shareholders will sell an aggregate 870,000 ClassA Ordinary Shares heldby them at a fixed price equal to the initial public offering price in this offering.Wewill not receive any proceeds from the sales of any of the ClassAOrdinaryShares being offered by the Selling Shareholders. Weare a“foreign private issuer” as defined under the federal securities laws andare subject to reduced public company reporting requirements. Please see “ProspectusSummary—Implicati