Republic Power Group Ltd F-1/A, filed Aug 9, 2022

Republic Power Group Ltd (RPGL)

F-1/A 2022-08-09

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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)

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		☐

	Initial Public Offering Price	Underwriting Discounts⁽¹⁾	Proceeds to Our Company Before Expenses⁽²⁾
Per Share	$	$	$
Total	$	$	$

		Page

PROSPECTUS SUMMARY		1

SUMMARY FINANCIAL DATA		7

RISK FACTORS		8

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		22

ENFORCEABILITY OF CIVIL LIABILITY		23

USE OF PROCEEDS		24

DIVIDEND POLICY		25

CAPITALIZATION		26

DILUTION		27

CORPORATE HISTORY AND STRUCTURE		28

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		29

INDUSTRY		51

BUSINESS		54

REGULATIONS		58

MANAGEMENT		60

PRINCIPAL SHAREHOLDERS		65

RELATED PARTY TRANSACTIONS		66

DESCRIPTION OF SHARE CAPITAL		70

SHARES ELIGIBLE FOR FUTURE SALE		78

TAXATION		79

UNDERWRITING		85

LEGAL MATTERS		90

EXPERTS		90

WHERE YOU CAN FIND MORE INFORMATION		90

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

	●	Our business is dependent on certain major clients. For the six months ended December 31, 2021, three clients accounted for more than 10% of our total revenues: Australia Marine Services Pty Ltd (“AMS”) for 40.4%, Heha Pte. Ltd. (“Heha”) for 33.0%, and Appiclogy Pte Ltd (“Appiclogy”) for 14.4%, respectively. For the years ended June 30, 2021 and 2020, Heha accounted for 95.1% and 94.1% of our total revenues, respectively. For the six months ended December 31, 2020, Heha accounted for 94.8% of our total revenues. As of December 31, 2021, two clients accounted for more than 10% of our accounts receivables: AMS for 62.5% and Appiclogy for 23.9%, respectively. As of June 30, 2021, three clients accounted for more than 10% of our total accounts receivable: Client C for 39.6%, Client D for 32.9% and Client E for 21.9%, respectively. As of June 30, 2020, Heha accounted for 90.3% of our total accounts receivable. Changes or difficulties in our relationships with our major clients may harm our business and financial results.

	●	Our business is dependent on our collaboration with our vendors. For the six months ended December 31, 2021, two vendors, Pangu Procurement Pte Ltd (“Pangu”) and Mr. Wee Chong Loi, accounted for 55.0% and 29.3% of our total purchases, respectively. For the year ended June 30, 2021, two vendors, Ad Navitas and Mr. Wee Chong Loi, accounted for 42.7% and 39.8% of our total purchases, respectively. For the year ended June 30, 2020, three vendors accounted for more than 10% of our total purchases: Mr. Wee Chong Loi for 23.9%, Vendor E for 12.7%, and Vendor F for 11.0%, respectively. For the six months ended December 31, 2020, three vendors accounted for more than 10% of our total purchase: Ad Navitas for 40.7%, Vendor C for 35.9%, and Vendor D for 20.1%, respectively. As of December 31, 2021, two vendors, Pangu and Vendor B, accounted for 82.1% and 11.1% of the Company’s accounts payable, respectively. As of June 30, 2021, no vendor accounted for more than 10% of the accounts payable. As of June 30, 2020, two vendors, Vendor G and Vendor H, accounted for 50.0% and 50.0% of our accounts payable, respectively. Changes or difficulties in our relationships with our vendors may harm our business and financial results.

	●	a majority of our board of directors must be independent directors;

	●	our compensation committee must be composed entirely of independent directors; and

Ordinary Shares offered by us		[●] Ordinary Shares

Price per Ordinary Share		We currently estimate that the initial public offering price will be US$[●] per Ordinary Share.

Ordinary Shares issued and outstanding prior to completion of this offering		16,000,000 Ordinary Shares
Ordinary Shares outstanding immediately after this offering		[●] Ordinary Shares

Listing		We have applied to list our Ordinary Shares on Nasdaq under the symbol “RPGL.”

Ticker symbol		“RPGL”

Transfer Agent		Transhare Corporation

Use of proceeds		We estimate that the net proceeds to us from the Offering will be approximately US$[●]. We intend to use the net proceeds from this Offering for research and development, investment in marketing and branding, and other capital expenditures, recruitment of talented professionals, and general corporate purposes and possible future acquisitions and growth opportunities. See “Use of Proceeds” on page 24 for more information.

Risk factors		The Ordinary Shares offered hereby involve a high degree of risk. You should read “Risk Factors,” beginning on page 8 for a discussion of factors to consider before deciding to invest in our Ordinary Shares.

	For the Six Months Ended December 31,
	2020		2021		2021
	SGD		SGD		USD
Unaudited Condensed Interim Consolidated Statements of Income:
Operating revenues		1,690,588		1,237,768		915,509
Cost of revenues		751,494		181,815		134,479
Gross profit		939,094		1,055,953		781,030
Operating expenses		618,965		810,001		599,113
Income from operations		320,129		245,952		181,917
Other expense, net		24,007		36,719		27,159
Income taxes expense		55,375		36,451		26,961
Net income		240,747		172,782		127,797
Weighted average number of ordinary shares outstanding, basic and diluted*		16,000,000		16,000,000		16,000,000
Earnings per share, basic and diluted*		0.02		0.01		0.01

	For the Years Ended June 30,
	2020		2021		2021
	SGD		SGD		USD
Consolidated Statements of Income:
Operating revenues		6,097,122		8,818,182		6,554,807
Cost of revenues		2,760,849		4,300,206		3,196,466
Gross profit		3,336,273		4,517,976		3,358,341
Operating expenses		564,928		1,871,984		1,391,499
Income from operations		2,771,345		2,645,992		1,966,842
Other expense, net		153,506		15,845		11,778
Income taxes expense		455,335		454,144		337,579
Net income		2,162,504		2,176,003		1,617,485
Weighted average number of ordinary shares outstanding, basic and diluted*		16,000,000		16,000,000		16,000,000
Earnings per share, basic and diluted*		0.14		0.14		0.10

	As of December 31,
	2021		2021
	SGD		USD
Summary unaudited Consolidated Balance Sheet Data
Cash		194,646		143,969
Total current assets		1,609,472		1,190,438
Total other assets		3,389,339		2,506,907
Total assets		4,998,811		3,697,345
Total current liabilities		1,695,297		1,253,918
Total other liabilities		68,289		50,509
Total liabilities		1,763,586		1,304,427
Total shareholders’ equity		3,235,225		2,392,918

	As of June 30,
	2020		2021		2021
	SGD		SGD		USD
Summary Consolidated Balance Sheet Data
Cash		1,421,030		4,142		3,079
Total current assets		3,135,083		2,342,064		1,740,924
Total other assets		1,100,000		3,039,726		2,259,515
Total assets		4,235,083		5,381,790		4,000,439
Total current liabilities		1,075,643		1,116,164		829,677
Total other liabilities		-		70,183		52,169
Total liabilities		1,075,643		1,186,347		881,846
Total shareholders’ equity		3,159,440		4,195,443		3,118,593

	●	Assumption about our future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;
	●	our ability to execute our growth, and expansion, including our ability to meet our goals;
	●	current and future economic and political conditions;
	●	our capital requirements and our ability to raise any additional financing which we may require;
	●	impact of COVID-19 pandemic on our business, results of operations, financial condition and cash flows;
	●	our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business; and
	●	other assumptions described in this prospectus underlying or relating to any forward-looking statements.

	●	on an actual basis; and

	●	on an as adjusted basis to reflect the issuance and sale of the Ordinary Shares by us in this offering at the assumed initial public offering price of $[●] per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated discounts to the Underwriter, non-accountable expense allowance, and the estimated offering expenses payable by us.

	December 31, 2021
	Actual		Actual		As adjusted
	SGD		USD		USD⁽¹⁾

Shareholders’ Equity:
Ordinary shares, US$0.000625 par value, unlimited Shares authorized, 16,000,000 Shares issued and outstanding as of December 31, 2021*		13,453		9,950
Additional paid-in capital		986,547		729,695
Retained earnings		2,235,225		1,653,273
Total Shareholders’ Equity		3,235,225		2,392,918
Total Capitalization		3,235,225		2,392,918

Initial public offering price per Ordinary Share			US$[●]
Net tangible book value per Ordinary Share as of December 31, 2021			US$[●]
Increase in net tangible book value per Ordinary Share attributable to payments by new investors			US$[●]
Pro forma net tangible book value per Ordinary Share immediately after this offering			US$[●]
Amount of dilution in net tangible book value per Ordinary Share to new investors in the offering			US$[●]

	For the Six Months ended December 31,									Variance
	2020			2021			2021			Amount/%
	SGD			SGD			USD
	(Unaudited)			(Unaudited)			(Unaudited)
Software development service
Gross profit		615,904			696,965			515,507			81,061
Gross margin		51.3	%		96.1	%		96.1	%		13.2	%
Consulting and technical support services
Gross profit		294,280			358,988			265,524			64,708
Gross margin		66.0	%		70.0	%		70.0	%		22.0	%
Product sales
Gross profit		28,910			-			-			(28,910	)
Gross margin		67.0	%		-	%		-	%		(100.0	)%
Total
Gross profit		939,094			1,055,953			781,030			116,859
Gross margin		55.5	%		85.3	%		85.3	%		12.4	%

	For the six months ended December 31
	2020			2021			2021
	SGD			SGD			USD
	(Unaudited)			(Unaudited)			(Unaudited)
Net cash provided by operating activities		1,155,902			371,901			275,074
Net cash (used in) provided by investing activities		(1,578,737	)		927,403			685,949
Net cash used in financing activities		(952,614	)		(1,108,800	)		(820,118	)

	As of June 30,		As of December 31,
	2021		2021			2021
	SGD		SGD			USD
			(Unaudited)			(Unaudited)
Current assets		2,342,064		1,609,472			1,190,438
Current liabilities		1,116,164		1,695,297			1,253,918
Working capital (deficit)		1,225,900		(85,825	)		(63,480	)

			Payments Due In
	Total SGD		Less than 1 year		1 - 2 years		3 - 5 years		Thereafter
Contractual obligations
Finance lease obligation		83,327		9,708		9,708		29,124		34,787
Total		83,327		9,708		9,708		29,124		34,787

			Payments Due In
	Total USD		Less than 1 year		1 - 2 years		3 - 5 years		Thereafter
Contractual obligations
Finance lease obligation		61,632		7,180		7,180		21,540		25,732
Total		61,632		7,180		7,180		21,540		25,732

	For the years ended June 30
	2020			2021			2021
	SGD			SGD			USD
Net cash provided by operating activities		303,787			2,722,841			2,023,967
Net cash used in investing activities		(100,000	)		(2,832,394	)		(2,105,400	)
Net cash provided by (used in) financing activities		1,216,570			(1,307,335	)		(971,780	)

Name	Age	Position(s)
Sai Bin Loi	73	Chairman of the Board and Director
Ziyang Long*	34	Chief Executive Officer and Director Nominee
Keng Yan Yoon	40	Chief Financial Officer
Chan Chee Wai	45	Chief Operating Officer
Jeffrey Stagg*	60	Independent Director Nominee
Ying Shu Wang*	46	Independent Director Nominee
Yi Wei Yeo*	42	Independent Director Nominee

	●	appointing officers and determining the term of office of the officers;

	●	authorizing the payment of donations to religious, charitable, public, or other bodies, clubs, funds, or associations as deemed advisable;

	●	exercising the borrowing powers of the company and mortgaging the property of the company;

	●	executing checks, promissory notes, and other negotiable instruments on behalf of the company; and

	●	maintaining or registering a register of mortgages, charges, or other encumbrances of the company.

	●	appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

	●	reviewing with the independent auditors any audit problems or difficulties and management’s response;

	●	reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

	●	reviewing and approving all proposed related party transactions;

	●	meeting separately and periodically with management and the independent auditors; and

	●	monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

	●	reviewing and recommending to the board with respect to the total compensation package for our most senior executive officers;

	●	approving and overseeing the total compensation package for our executives other than the most senior executive officers;

	●	reviewing and recommending to the board with respect to the compensation of our directors;

	●	reviewing periodically and approving any long-term incentive compensation or equity plans;

	●	selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and

	●	reviewing programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

	●	identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;

	●	reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

	●	identifying and recommending to our board the directors to serve as members of committees;

	●	advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and

	●	monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

	●	each of our director, director nominees and executive officers who beneficially own our Ordinary Shares; and

	●	each person known to us to own beneficially more than 5% of our Ordinary Shares.

	Ordinary Shares Beneficially Owned Prior to this Offering					Ordinary Shares Beneficially Owned After this Offering					Percentage of Votes Held After this Offering
	Number		Percent			Number		Percent			Percent
Directors and Executive Officers:
Sai Bin Loi		11,000,000		68.75	%		11,000,000		[●]	%		[●]	%
Jeffrey Stagg		-		-			-		-			-
Yi Wei Yeo		-		-			-		-			-
Ying Shu Wang		-		-			-		-			-
Ziyang Long		-		-			-		-			-
Chee Wai Chan		-		-			-		-			-
All Director, Director Nominees and Executive Officers (6 Persons)		11,000,000		68.75	%		11,000,000		[●]	%		[●]	%
5% Shareholders:
Breydales Limited ⁽¹⁾		1,160,000		7.25	%		1,160,000		[●]	%		[●]	%
Cosmic Paramount Enterprises Limited ⁽²⁾		800,000		5	%		800,000		[●]	%		[●]	%
Lucky Champion Ventures Limited ⁽³⁾		800,000		5	%		800,000		[●]	%		[●]	%

(2)	These shares are held by Cosmic Paramount Enterprises Limited, a British Virgin Islands business company 100% owned by its sole director, Chan Kong. Its business address is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(3)	These shares are held by Lucky Champion Ventures Limited, a British Virgin Islands exempted company 100% owned by its sole director, TAM Chung Wai. Its business address is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands.

	●	the company does not intend to bring, diligently continue or defend or discontinue proceedings; and

	●	it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole.

	●	whether the shareholder is acting in good faith;

	●	whether a derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters;

	●	whether the action is likely to proceed;

	●	the cost of the proceedings; and

	●	whether an alternative remedy is available.

	●	is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or

	●	is or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

	●	(a) vote on a matter relating to the transaction;

	●	(b) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

	●	(c) sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction.