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1、F-1/A 1 ea0231495-06.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on July 3,2025Registration No.333-288465UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.1 TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Republic

2、Power Group Limited(Exact name of registrant as specified in its charter)_British Virgin Islands 7371 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)#04-09 Techplace II,5008 Ang Mo Ki

3、o Ave 5Singapore 569874+65 6717 7722(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)221-0102(Name,address,including zip code,and telephone number,including area cod

4、e,ofagent for service)_With a Copy to:Joan Wu,Esq.Ying Li,Esq.Guillaume de Sampigny,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNewYork,NY10022(212)530-2208 Mark E.Crone,Esq.Liang Shih,Esq.Ron Levy,Esq.The Crone Law Group,P.C.420 Lexington Avenue,Suite 2446NewYork,NY10170(646)861-789

5、1_Approximate date of commencement of proposed sale to the public:Promptly after theeffective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Actof1933 check the foll

6、owingbox.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the sameoffering.If this Form is

7、a post-effective amendment filed pursuant to Rule462(c)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d

8、)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.2025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/data/

9、1912884/000121390025061440/ea0231495-06.htm1/11Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Actof1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate

10、 by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards providedpursuant to Section7(a)(2)(B)of the Securities Act.The Registrant hereby amends this registration statement on such date or dates as mayb

11、e necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the registration statement shall become

12、effective on such date asthe U.S.Securities and Exchange Commission,acting pursuant to such Section8(a),may determine.2025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htm2/11EXPLANATORY

13、 NOTERepublic Power Group Limited is filing this Amendment No.1(“Amendment No.1”)tothe registration statement on Form F-1(Registration No.333-288465)(the“Registration Statement”),as an exhibit-only filing.Accordingly,this AmendmentNo.1 consists only of the facing page,this explanatory note,Part II o

14、f theRegistration Statement,the signature pages to the Registration Statement,and theexhibit being filed with this Amendment No.1.The prospectus is unchanged and hasbeen omitted.2025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/dat

15、a/1912884/000121390025061440/ea0231495-06.htm3/11PARTIIINFORMATION NOT REQUIRED IN PROSPECTUSITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.British Virgin Islands law does not limit the extent to which a companys articlesof association may provide for indemnification of officers and directors,exce

16、pt tothe extent any such provision may be held by the British Virgin Islands courts to becontrary to public policy,such as to provide indemnification against civil fraud orthe consequences of committing a crime.Our articles of association provide that,wemay indemnify against all expenses,including l

17、egal fees,and against all judgements,fines,and amounts paid in settlement and reasonably incurred in connection withlegal,administrative,or investigative proceedings any Eligible Person(which isdefined in the memorandum and articles of association as any“individuals,corporations,trusts,the estates o

18、f deceased individuals,partnerships,andunincorporated associations of persons”)who is or was:(a)a party or is threatened to be made a party to any threatened,pending,orcompleted proceedings,whether civil,criminal,administrative,orinvestigative,by reason of the fact that the Eligible Person is or was

19、 adirector;or(b)at our request,serving as a director of,or in any other capacity is or wasacting for,another body corporate or a partnership,joint venture,trust,or other enterprise.The above does not apply unless the Eligible Person acted honestly and in good faithand in what he or she believed to b

20、e in our best interests and,in the case ofcriminal proceedings,the Eligible Person had no reasonable cause to believe that hisor her conduct was unlawful.For the purposes of the above,where the Company is a wholly owned subsidiary or aparent,a director acts in our best interests if he or she acts in

21、 the best interestsof our parent,in either case,in the circumstances specified in the BVI Act,as thecase may be.The decision of our directors as to whether the person acted honestly and in goodfaith and with a view to our best interests and as to whether the person had noreasonable cause to believe

22、that his conduct was unlawful is,in the absence offraud,sufficient for the purposes of our articles of association,unless a questionof law is involved.The termination of any proceedings by any judgement,order,settlement,conviction,or the entering of a nolle prosequi does not,by itself,create a presu

23、mption thatthe Eligible Person did not act honestly and in good faith and with a view to ourbest interests or that the Eligible Person had reasonable cause to believe that hisor her conduct was unlawful.Expenses,including legal fees,incurred by our director(or our former director)indefending any leg

24、al,administrative,or investigative proceedings may be paid by usin advance of the final disposition of such proceedings upon receipt of anundertaking by or on behalf of such director(or a former director)to repay theamount if it shall ultimately be determined that the director(or a former director)i

25、s not entitled to be indemnified by us in accordance with the provisions statedabove and upon such other terms and conditions,if any,as we deem appropriate.The indemnification and advancement of expenses provided by,or granted pursuant toour memorandum and articles of association is not exclusive of

26、 any other rights towhich the Eligible Person seeking indemnification or advancement of expenses may beentitled under any agreement,resolution of members,resolution of disinteresteddirectors,or otherwise,both as to acting in the Eligible Persons officialcapacity and as to acting in another capacity

27、while serving as a Director.To the extent permitted by law,we may make a payment,or agree to make a payment,whether by way of advance,loan or otherwise,for any legal costs incurred by anexisting or former secretary or any of our officers in respect of any matteridentified above on condition that the

28、 secretary or officer must repay the amountpaid by us to the extent that we are ultimately found not liable to indemnify thesecretary or that officer for those legal costs.2025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/data/1912

29、884/000121390025061440/ea0231495-06.htm4/11Pursuant to the offer letters with our directors and the employment agreements withour executive officers we agree to indemnify our directors and officers againstcertain liabilities and expenses incurred by such persons in connection with claimsmade by reas

30、on of their being such a director or officer.II-12025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htm5/11The underwriting agreement,the form of which will be filed as Exhibit 1.1 to the

31、registration statement of which this prospectus forms a part,will also provide forindemnification of us and our officers and directors.Insofar as indemnification for liabilities arising under the Securities Actof1933,as amended,may be permitted to directors,officers or persons controlling uspursuant

32、 to the foregoing provisions,we have been informed that in the opinion ofthe SEC such indemnification is against public policy as expressed in the SecuritiesAct and is therefore unenforceable.ITEM 7.RECENT SALES OF UNREGISTERED SECURITIES.During the past threeyears,we have issued the following secur

33、ities which were notregistered under the Securities Act.On March 27,2025,we issued 100,000 Class B Ordinary Shares to True Sage for cash atpar.ITEM 8.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.(a)ExhibitsSee Exhibit Index beginning on page II-4 of the registration statement of which thisprospectus f

34、orms a part.(b)Financial Statement SchedulesSchedules have been omitted because the information required to be set forth thereinis not applicable or is shown in the Consolidated Financial Statements or the Notesthereto.ITEM 9.UNDERTAKINGS.The undersigned registrant hereby undertakes to provide to th

35、e Underwriter at theclosing specified in the underwriting agreement,certificates in such denominationsand registered in such names as required by the Underwriter to permit prompt deliveryto each purchaser.Insofar as indemnification for liabilities arising under the Securities Act may bepermitted to

36、directors,officers and controlling persons of the registrant pursuantto the provisions described in Item6,or otherwise,the registrant has been advisedthat in the opinion of the U.S.Securities and Exchange Commission suchindemnification is against public policy as expressed in the Securities Act and

37、istherefore unenforceable.In the event that a claim for indemnification against suchliabilities(other than the payment by the registrant of expenses incurred or paid bya director,officer or controlling person of the registrant in the successful defenseof any action,suit or proceeding)is asserted by

38、such director,officer orcontrolling person in connection with the securities being registered,the registrantwill,unless in the opinion of its counsel the matter has been settled by controllingprecedent,submit to a court of appropriate jurisdiction the question whether suchindemnification by it is ag

39、ainst public policy as expressed in the Securities Act andwill be governed by the final adjudication of such issue.The undersigned registrant hereby undertakes that:(1)For purposes of determining any liability under the Securities Act,theinformation omitted from the form of prospectus filed as part

40、of thisregistration statement in reliance upon Rule430A and contained in a formof prospectus filed by the registrant under Rule 424(b)(1)or(4)or497(h)under the Securities Act shall be deemed to be part of thisregistration statement as of the time it was declared effective.(2)For the purpose of deter

41、mining any liability under the Securities Act,eachpost-effective amendment that contains a form of prospectus shall be deemedto be a new registration statement relating to the securities offeredtherein,and the offering of such securities at that time shall be deemed tobe the initial bona fide offeri

42、ng thereof.(3)For the purpose of determining liability under the Securities Act toany purchaser,each prospectus filed pursuant to Rule424(b)as part of aregistration statement relating to an offering,other than registrationstatements relying on Rule 430B or other than prospectuses filed inreliance on

43、 Rule430A,shall be deemed to be part of and included in the2025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htm6/11registration statement as of the date it is first used after effective

44、ness.Provided,however,that no statement made in a registration statement orprospectus that is part of theII-22025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htm7/11registration stateme

45、nt or made in a document incorporated or deemedincorporated by reference into the registration statement or prospectus thatis part of the registration statement will,as to a purchaser with a time ofcontract of sale prior to such first use,supersede or modify any statementthat was made in the registr

46、ation statement or prospectus that was part ofthe registration statement or made in any such document immediately prior tosuch date of first use.(4)For the purpose of determining any liability of the registrant under theSecurities Act to any purchaser in the initial distribution of thesecurities,the

47、 undersigned registrant undertakes that in a primary offeringof securities of the undersigned registrant pursuant to this registrationstatement,regardless of the underwriting method used to sell the securitiesto the purchaser,if the securities are offered or sold to such purchaser bymeans of any of

48、the following communications,the undersigned registrantwill be a seller to the purchaser and will be considered to offer or sellsuch securities to such purchaser:(i)any preliminary prospectus or prospectus of the undersigned registrantrelating to the offering required to be filed pursuant to Rule424

49、;(ii)any free writing prospectus relating to the offering prepared by or onbehalf of the undersigned registrant or used or referred to by theundersigned registrant;(iii)the portion of any other free writing prospectus relating to theoffering containing material information about the undersignedregis

50、trant or its securities provided by or on behalf of the undersignedregistrant;and(iv)any other communication that is an offer in the offering made by theundersigned registrant to the purchaser.II-32025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov

51、/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htm8/11EXHIBIT INDEX1.1*Form of Underwriting Agreement3.1*Amended and Restated Memorandum and Articles of Association,effective onAugust29,20233.2*Amended and Restated Memorandum and Articles of Association,effective onApril 21,20254.1*Spe

52、cimen Certificate for Class A Ordinary Shares5.1*Opinion of Forbes Hare regarding the validity of the Class A Ordinary Sharesbeing registered8.1*Opinion of Forbes Hare regarding certain British Virgin Islands tax matters(included in Exhibit 5.1)10.1*Share Exchange Agreement dated November17,2021,by

53、and between RepublicPower Group Limited and Mr.Sai Bin Loi10.2*Form of Director Offer Letter10.3*Employment Agreement by and between CEO Ziyang Long and the Company datedDecember1,202110.4*Employment Agreement by and between CFO Chak Ming Wong and the Company datedFebruary 3,202510.5*Form of Softwar

54、e Development Service Agreement with the Companys clients10.6*Form of Software Development Service Agreement with the Companys supplier10.7*The Share Purchase Agreement by and between Sai Bin Loi and True Sage,datedDecember 11,2024,as amended on January 8,202816.1*Letter of Friedman LLP to the U.S.S

55、ecurities and Exchange Commission datedJuly 1,202521.1*List of Subsidiary23.1*Consent of Friedman LLP23.2*Consent of Onestop Assurance PAC23.3*Consent of Forbes Hare(included in Exhibit 5.1)24.1*Power of Attorney99.1*Audit Committee Charter99.2*Compensation Committee Charter99.3*Nominating and Corpo

56、rate Governance Committee Charter99.4*Code of Business Conduct and Ethics of Registrant99.5*Consent of Independent Director Nominee Jeffrey Stagg99.6*Consent of Independent Director Nominee Siu Wan Lo99.7*Consent of Independent Director Nominee Chun Yu Tso99.8*Executive Compensation Recovery Policy9

57、9.9*Registrants Representation under Item 8.A.4 of Form 20-F107*Filing Fee Table_*Previously filed*Filed herewith*To be filed by amendmentII-42025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/data/1912884/000121390025061440/ea02314

58、95-06.htm9/11SignaturesPursuant to the requirements of the Securities Actof1933,the registrant certifiesthat it has reasonable grounds to believe that it meets all of the requirements forfiling on FormF-1 and has duly caused this registration statement to be signed onits behalf by the undersigned,th

59、ereunto duly authorized,in Singapore,on July 3,2025.Republic Power Group Limited By:/s/Ziyang Long Name:Ziyang Long Title:Chief Executive OfficerPursuant to the requirements of the Securities Act of 1933,this registrationstatement has been signed by the following persons in the capacities and on the

60、 datesindicated.Signatures Title Date/s/Ziyang Long Chief Executive Officer and Director July 3,2025Name:Ziyang Long(Principal Executive Officer)/s/Chak Ming Wong Chief Financial Officer July 3,2025Name:Chak Ming Wong(Principal Accounting and FinancialOfficer)*Chairman of the Board and Director July

61、 3,2025Name:Hao Feng Ng *By:/s/Ziyang Long Ziyang Long Attorney-in-fact II-52025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htm10/11SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED

62、 STATESPursuant to the Securities Act of 1933 as amended,the undersigned,the dulyauthorized representative in the United States of America,has signed thisregistration statement thereto in New York,New York,on July 3,2025.By:/s/Colleen A.De Vries Name:Colleen A.De Vries Title:Senior Vice President onbehalf of Cogency GlobalInc.II-62025/7/4 08:44sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htmhttps:/www.sec.gov/Archives/edgar/data/1912884/000121390025061440/ea0231495-06.htm11/11