Insider via True Sage reports 45.78% voting control at Republic Power (RPGL)

Rhea-AI Filing Summary

Republic Power Group Ltd insiders True Sage International and its controller, Hao Feng Ng, filed an amended Schedule 13D updating their ownership and control position. Through True Sage, Ng beneficially owns 1,198,737 Class B Ordinary Shares, representing 45.78% of the company’s total voting power as of May 18, 2026.

The amendment reflects several 2026 capital actions: a January offering of 44,775,000 Class A shares, a 1-for-20 reverse share split in February, an April 10 securities purchase agreement for 688,073 new Class B shares, and a May 4 exchange in which the company repurchased 505,664 Class A shares from True Sage and issued 505,664 new Class B shares.

Insights

Equity ownership & governance analyst

Amended filing clarifies a concentrated 45.78% voting stake.

The amended Schedule 13D shows True Sage International, controlled by Hao Feng Ng, holding 1,198,737 Class B shares, each with thirty votes. This totals 35,962,110 votes, or 45.78% of Republic Power’s voting power as of May 18, 2026.

Control rests largely in high-vote Class B stock rather than economic ownership of Class A shares. Recent steps—large Class A issuance, a reverse share split, and Class B subscriptions and exchanges—reshape the capital structure while maintaining strong insider voting influence.

Future company filings may further detail how this voting concentration interacts with governance decisions, particularly those requiring shareholder approval, given Ng’s role as chairman and True Sage’s shared voting and dispositive power.

Key Figures

Beneficially owned Class B shares: 1,198,737 Class B Ordinary Shares Total voting power: 35,962,110 votes Voting power percentage: 45.78% +5 more

8 metrics

Beneficially owned Class B shares 1,198,737 Class B Ordinary Shares Held through True Sage as of May 18, 2026

Total voting power 35,962,110 votes Shared voting and dispositive power via Class B shares

Voting power percentage 45.78% Portion of total voting power as of May 18, 2026

Outstanding Class A shares 42,595,614 shares Class A Ordinary Shares outstanding as of May 18, 2026

Outstanding Class B shares 1,198,737 shares Class B Ordinary Shares outstanding as of May 18, 2026

January 2026 Class A offering 44,775,000 Class A shares Offering of Class A Ordinary Shares on January 30, 2026

Class B subscription to True Sage 688,073 Class B shares Subscribed under April 10, 2026 securities purchase agreement

Share exchange with True Sage 505,664 Class A for 505,664 Class B Repurchase and new issuance on May 4, 2026

Key Terms

reverse share split, securities purchase agreement, beneficially owns, Class B Ordinary Shares, +1 more

5 terms

reverse share split financial

"On February 23, 2026, the Company effectuated a reverse share split of its ordinary shares at a ratio of 1:20."

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

securities purchase agreement financial

"the Company entered into a securities purchase agreement with True Sage, pursuant to which True Sage agreed to subscribe"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

beneficially owns financial

"Hao Feng Ng, through True Sage, beneficially owns nil Class A Ordinary Shares and 1,198,737 Class B Ordinary Shares."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Class B Ordinary Shares financial

"Each Class B Ordinary Share is entitled to thirty (30) votes on any matter"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

dispositive power financial

"True Sage shares voting power and shared dispositive power over nil Class A Ordinary Shares and 1,198,737 Class B Ordinary Shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Republic Power Group Ltd

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0125

(Title of Class of Securities)

G7523E113

(CUSIP Number)

Hao Feng Ng
Flat B, 2/F., Block 3, Provident Centre, 25 Wharf Road
North Point, K3, 000000
852 6693 9188

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G7523E113

1

Name of reporting person

True Sage International Limited ("True Sage")

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 35,962,110.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 35,962,110.00

11

Aggregate amount beneficially owned by each reporting person

35,962,110.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

45.78 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Numbers in Rows (8), (10) & (11) represent the voting power of nil class A ordinary shares, par value of US$0.0125 per share (the "Class A Ordinary Shares") and 1,198,737 class B ordinary shares, par value of US$0.0125 per share (the "Class B Ordinary Shares"), directly held by True Sage, which is an entity controlled by Hao Feng Ng, the chairman of the board of directors of Republic Power Group Ltd ("Republic Power" or the "Issuer"). The Class B Ordinary Shares are convertible to Class A Ordinary Shares at any time on a one for one basis. Each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to thirty (30) votes. The beneficial ownership percentage in Row (13) is calculated based on 42,595,614 Class A Ordinary Shares and 1,198,737 Class B Ordinary Shares of the Issuer issued and outstanding as of May 18, 2026.

SCHEDULE 13D

CUSIP Number(s): G7523E113

1

Name of reporting person

Hao Feng Ng

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 35,962,110.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 35,962,110.00

11

Aggregate amount beneficially owned by each reporting person

35,962,110.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

45.78 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Numbers in Rows (8), (10) & (11) represent the voting power of nil Class A Ordinary Shares and 1,198,737 Class B Ordinary Shares, directly held by True Sage, which is an entity controlled by Hao Feng Ng, the chairman of the board of directors of the Issuer. The Class B Ordinary Shares are convertible to Class A Ordinary Shares at any time on a one for one basis. Each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to thirty (30) votes. The beneficial ownership percentage in Row (13) is calculated based on 42,595,614 Class A Ordinary Shares and 1,198,737 Class B Ordinary Shares of the Issuer issued and outstanding as of May 18, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value US$0.0125
(b)	Name of Issuer: Republic Power Group Ltd
(c)	Address of Issuer's Principal Executive Offices: #04-09 Techplace II, 5008 Ang Mo Kio Ave 5, Singapore, SINGAPORE , 569874.
Item 1 Comment: This Schedule 13D/A amends the Schedule 13D (the "Original Schedule 13D") filed on February 4, 2026. Item 4 of the Statement is hereby amended and supplemented to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Original Schedule 13D shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	On January 30, 2026, the Company closed an offering of 44,775,000 class A ordinary shares, par value $0.000625 each, to certain investors. On February 23, 2026, the Company effectuated a reverse share split of its ordinary shares at a ratio of 1:20. On April 10, 2026, the Company entered into a securities purchase agreement with True Sage, pursuant to which True Sage agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to True Sage, an aggregate of 688,073 Class B Ordinary Shares. On May 4, 2026, upon the Company's receipt of the instrument of transfer and application for shares as duly executed by True Sage, the Company repurchased 505,664 Class A Ordinary Shares, held by True Sage, all of which are fully paid shares, in consideration for the Company's new issuance of 505,664 Class B Ordinary Shares to True Sage. This transaction was duly approved by the stockholders of the Company on April 30, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	Hao Feng Ng, through True Sage, beneficially owns nil Class A Ordinary Shares and 1,198,737 Class B Ordinary Shares. Each Class B Ordinary Share is entitled to thirty (30) votes on any matter on which action of the shareholders of the Issuer is sought. Hao Feng Ng, through True Sage, beneficially owns 45.78% of total voting power of the Issuer as of May 18, 2026. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D/A, was calculated by dividing (i) the total number of Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by Reporting Persons as set forth in this Schedule 13D by (ii) the total number of Class A Ordinary Shares and Class B Ordinary Shares outstanding as of May 18, 2026.
(b)	Hao Feng Ng has shared voting and shared dispositive power over nil Class A Ordinary Shares and 1,198,737 Class B Ordinary Shares he holds through True Sage. True Sage shares voting power and shared dispositive power over nil Class A Ordinary Shares and 1,198,737 Class B Ordinary Shares it holds with Hao Feng Ng.
(c)	To the best knowledge of the Reporting Persons, except as disclosed in this Schedule 13D/A, neither of the Reporting Persons has effectuated any transactions relating to the ordinary shares during the past 60 days.
(d)	To the knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the ordinary shares.
(e)	N.A.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

True Sage International Limited ("True Sage")

Signature:	/s/ Hao Feng Ng
Name/Title:	Hao Feng Ng /Sole Director
Date:	05/21/2026

Hao Feng Ng

Signature:	/s/ Hao Feng Ng
Name/Title:	Hao Feng Ng
Date:	05/21/2026

FAQ

What ownership stake does True Sage hold in Republic Power Group (RPGL)?

True Sage, controlled by Hao Feng Ng, beneficially owns 1,198,737 Class B Ordinary Shares. These carry 35,962,110 votes, giving True Sage and Ng 45.78% of Republic Power’s total voting power as of May 18, 2026.

How many votes do Republic Power (RPGL) Class B Ordinary Shares carry?

Each Class B Ordinary Share carries thirty votes on all shareholder matters. True Sage’s 1,198,737 Class B shares therefore represent 35,962,110 votes, giving significant influence compared with one-vote-per-share Class A Ordinary Shares.

What recent share transactions affected Republic Power (RPGL) insider control?

In 2026, Republic Power sold 44,775,000 Class A shares, completed a 1-for-20 reverse split, agreed to issue 688,073 Class B shares to True Sage, and exchanged 505,664 Class A shares for 505,664 new Class B shares held by True Sage.

How many Republic Power (RPGL) shares are outstanding after these changes?

As of May 18, 2026, Republic Power had 42,595,614 Class A Ordinary Shares and 1,198,737 Class B Ordinary Shares outstanding. These figures are used to calculate the 45.78% voting power held through True Sage.

Who controls True Sage’s stake in Republic Power Group (RPGL)?

True Sage International Limited is controlled by Hao Feng Ng, the chairman of Republic Power Group’s board. Ng and True Sage share voting and dispositive power over the 1,198,737 Class B Ordinary Shares reported in the amended Schedule 13D.